Marvel: Tomorrow Knights
by Rider Paladin
Summary: Continuing where Marvel: Tomorrow Initiative left off, the heroes of the Marvel Universe's possible future fight on, meeting new challenges, new allies, and new enemies. VOLUME 2 COMPLETE
1. The Sinister Verses

"Marvel: Tomorrow Knights"

Chapter 1: "The Sinister Verses"

Disclaimer: The universe depicted here is simply a future version of a fictional universe belonging to Marvel Comics. Therefore, many of the characters featured here are offshoots of characters created by those working for Marvel Comics and owned by Marvel Comics. All I own is the idea for the story and the characters that I myself conceived.

Author's note: This is a follow-up to Marvel: Tomorrow Initiative. Not really a sequel so much as a second volume, much like in actual comic book series or a second season of a television series. This second volume/season will continue the plotlines and themes begun in the first volume/season, such as the struggle of the X-Men to ensure the survival of empowered humanity (mutant or mutated), the struggle of the Knights against the corrupt elements of superhuman registration, a deeper look into the inner workings of registration through the eyes of the Avengers, the Black Tarantula's plans for Arachne, and more.

_

* * *

_

_For a time, I thought the life I had before was forever over. Even when I got it back, I didn't really have it back. I had to lie to my friends, to my family, to keep the life I had before separate from the life I live now._

_By day, I am Audrey Hopkins, unassuming 15-year-old girl who was smart enough to start high school in the eleventh grade. By night, I am Arachne, New York City's new web-slinging hero. At least, I like to think of myself as a hero. The news calls me a criminal, for fighting crime without a government license._

_I'm not alone. I have friends. Good friends. Friends strong enough and skilled enough to have my back when the police or the registered sellouts come for me._

_Welcome to my curse, to my gift, to my life._

* * *

The clock tower was bustling with activity. The Knights had returned triumphant once again. They had just shut down a shipment of Mutant Growth Hormone and were feeling quite good. Even Winter Soldier seemed to be in better spirits and he generally was not prone to smiles or cheer.

"Good work, you guys," Fearless said, removing her mask to reveal the face of Karin Kusanagi. It was a lovely, smooth-featured face with large dark eyes staring out and tightly closed lips.

"Tarantula's gonna be feeling that," Iron Cage remarked. "Right in the 'nads."

"Don't get too cocky," Iron Fist advised gently. "Black Tarantula will only see it as a minor setback."

"Maybe, but even a scratch hurts," Iron Cage philosophized. "Even if you shrug it off, you still gotta get it cleaned so it doesn't get infected and hurt you worse later."

"Good point," Artemis complimented with a slight smile.

"Thanks, I was rehearsing that one in the mirror." Iron Cage chuckled slightly sheepishly. "Don't tell anyone, though. I have a name to maintain."

"What name?" Iron Fist asked jokingly.

Iron Cage rolled his eyes. "Don't make me hit you, man."

Fearless looked at Arachne. "How do you like the upgrades in your suit?"

"Hey, wait," Nightshade brought up. "Where the heck do you get those nifty costumes for Spider-Lady?"

Speaking of "nifty costumes," Arachne's latest was a black-and-silver affair like the last one, the main difference being design. The spider symbol was designed to resemble the separate parts of a spider's body positioned to approximate the shape of a spider. The top pair of legs went over her shoulders, while the bottom pair intersected – almost – well below her navel and the middle two pairs went under her arms and intersected with the spider on the back, much like the top pair of legs. The bottom pair of legs on the back spider just barely touched the top of her posterior. Sharp silver V-pads rested on her forearms and on the backs of her gloves, the fingers of which were colored silver and large silver teardrop lenses provided the "eyes" of the mask.

"Can't say," Fearless replied. "He wishes to remain anonymous."

"Speaking of that, where's the money coming from?" Winter Soldier asked.

"Anonymous contributors who don't want to see superhumans used as weapons of warfare," Fearless answered coolly.

"You sure that's all there is to it?" Tsukikishi asked. "Because those are some rich contributors."

"Yes, I'm sure that's all there is to it," Fearless replied. "Believe it or not, not everyone hates our guts."

The Knights moved on to the information center of the clock tower. There, Nightshade tapped several keys on the board and the computer screens came to life, showing a news report. _". . . And the Knights' reign of vigilantism continues. The latest word on them shows them devastating a shipment of Mutant Growth Hormone reputed to be going toward several local crime bosses. While their actions have prevented human criminals from gaining superhuman abilities, it does not do much to assuage local authorities, who feel that any statements or actions that imply support for such vigilantism will lead to the same state of superhuman anarchy that existed prior to registration."_

"Bull," Fearless spat. "Doesn't anybody read history books anymore?"

"History is written by the winners," Winter Soldier answered. "Stark's side won the war and so they control how people today see pre-registration society."

"It sucks," Arachne said, lowering her mask to expose her face. "Here we are, doing all this good, and they still treat us like _we're_ the threat."

"That's because we _are_ a threat," Artemis replied. "We're a threat to an unjust system that wants to sustain its existence."

Nightshade typed some commands on the keyboard. "Not everyone thinks we're dangerous. There's a group called the Posthuman Freedom Movement that has been arguing against the idea of enforced registration for people with powers. Basically, train supers when their powers manifest or when they gain powers, help them control their abilities, but after that give them the choice to live a normal life among ordinary people."

"I understand that didn't go over so well with some people." Tsukikishi's face was utterly stoic, betraying nothing.

Nightshade snickered. "Certainly not Gyrich. He was ranting in the news about how enforced registration is necessary to keep the normal people safe from us."

"He's a bigot," Arachne said. "I've known people like that, and they just have no use for people that are different from them."

Fearless sighed. "Not quite the case with this one; he thinks we're only useful as living weapons against 'America's enemies.'"

Arachne looked at the time on the monitor of one of the screens. "I'd better be getting home, before my parents wake up and find me gone."

"Sure." Fearless nodded. "See you in the daylight, Audrey."

* * *

Arachne kissed Fearless on the cheek and donned her mask, exiting the clock tower and swinging into the night. She managed to make it to her house about an hour before sunrise. Once there, she slipped through the window into her room and landed quietly on the carpeted floor. With a single thought, the nanotechnology that composed her costume sank beneath her skin through her pores, a process that always left her tingling and slightly itchy. Fortunately, Stark had given her a skin cream to deal with that itching, and according to Karin it didn't have anything nefarious in it.

Audrey threw on an oversized T-shirt and climbed into her unmade bed, pulling the covers up over herself and fading into sleep. As she slept, the nanotechnology currently swimming in her body healed the wounds she had sustained during her night out, as it always did. It was a good thing, too; it meant that she didn't have to explain away suspicious bruises to her parents.

Daylight came and with it came another day of school. Before that, Audrey had to have her breakfast, or at least grab a piece of toast to take with her on her way to the rail. She kissed her father and mother on the cheek and picked up a piece of buttered toast, taking a bite out of it. "Yum."

"You know, senior prom's coming up," Mrs. Hopkins brought up.

"Going with Karin?" Mr. Hopkins asked.

"Why not?" Audrey answered. "If some jackasses make an issue of it . . ." She trailed off, feeling her tone made it obvious what she'd do if somebody tried to make an issue of the fact that her date to the prom was another girl.

"Let's hope not," Mr. Hopkins said.

"Thanks, Dad," Audrey said. "See you later."

* * *

Classes that day were largely uneventful, except for Posthuman Studies. Now that was marginally more interesting, if only because of the subject of discussion. The subject of discussion that particular day was "licensed super-heroism versus unlicensed superhuman vigilantism."

"I'm sure you've all been paying attention to the news," Mr. Wade intoned. "If you haven't, allow me to refresh you. Some months ago, a team of super-powered vigilantes began operating in this city. Their identities are largely unknown and their base of operations has yet to be found. What we know is that they have struck at the bastions of criminality in this city with a swift, brutal decisiveness that has left those criminals fearing for their continued viability. It can be said that this is a good result, but the question I pose to you is this: Are such results worth allowing unidentified, unlicensed, unaccountable vigilantes to prowl our rooftops at night?"

Audrey raised her hand, prompting Mr. Wade to call on her. When he did, she began to speak. "Since a generation following the end of the Superhuman Civil War, the government has been propagating the idea that pre-registration American society was no better than the Wild West. To elaborate, it has claimed that superhumans battled each other in the streets with no regard at all whatsoever for the ordinary civilian caught in the middle of such battles and legitimate authorities were helpless to stop them. That was never entirely the case; many superheroes were willing to work alongside conventional authorities and the government would from time to time employ superheroes in certain operations."

"Good points," Mr. Wade remarked. "Would anyone like to counter?"

Sky raised his hand and Mr. Wade called on him. "The conventional authorities only worked with superheroes because they had no choice. On those occasions, the threat was such that only another superhuman could counter it. And most anti-super tech back then was relatively useless against the _real_ heavy hitters. Not to mention, the government only put the superheroes to work when it was stuff that they couldn't use their own agents for. Superheroes didn't do that much good for the public before registration."

"What do you mean?" Adina asked softly.

"Yeah, they saved lives, but how many of those lives wouldn't have been endangered if these superheroes had never shown up?" Sky retorted. "Not to mention, a lot of those superheroes were hooked up with really advanced technology and did they share it with the general public? No."

"You're forgetting one thing," Audrey cut in. "Most people hated superheroes back then. At best, they were a necessary evil. At worst, they were just as much a menace as the outright super-villains. Do you think the general public would have accepted super-tech from the people they felt were responsible for the daily terror they experienced?"

"Maybe the super-tech would have changed people's minds!" Sky rejoined.

"Maybe, or maybe somebody smart enough would have reverse-engineered it into weapons to kill off everybody with powers," Audrey responded.

"The point is that you can't have people with powers doing whatever they want," Sky averred. "Back then, anybody who could do something cool that most people couldn't was throwing on a costume and beating the crap out of crooks or cops or somebody like them. Do you have any idea what kind of 'collateral damage' that caused?"

"And do you have any idea that some of that damage was manipulated by construction companies that specialized in that kind of thing and wanted bigger profits?" Audrey inquired sharply.

"What do you want, for the world to be like it was fifty years back?" Sky interrogated brutally. "Your beloved Spider-Man swinging around the city bashing up whoever he felt like? Your precious Captain America running a renegade operation just because he didn't feel like following the law?"

Audrey's fists were clenched so tightly that her nails had pierced her palms. Behind her, Karin gently placed a hand on her shoulder and cast a cold glare at Sky. "Back off, all right? Just back off."

"Would anyone else like to contribute to this discussion before punches start being thrown?" Mr. Wade asked sardonically.

"Did anyone ever hear about the Posthuman Freedom Movement?" Jack asked.

"Yes, but I'd like you to elucidate for us what that is," Mr. Wade suggested kindly.

"Sure," Jack replied. "They're saying that registration ought to be dialed back a tad, that it's a good idea to have superhumans accountable to the government but that they shouldn't be forced into working for the government if they don't want to."

"Interesting point," Mr. Wade said. "Anyone want to add to or counter?"

"What would those superhumans do if they weren't working for the government?" Sky asked.

"Maybe find jobs in construction or security," Jack replied. "Think about it. A person with extreme agility and dexterity could test security systems against thieves or spies. A cyberpath could test online security systems against hackers or work for the police to go after cyberstalkers. A person with explosive powers or super-strength could work in demolition. A high-speed runner or flyer could carry light cargo cross-country. See the possibilities?"

"Doesn't sound so bad," Sky mused. "But what about the ones who wanna fight crime on the side without being licensed for it? Or the ones who just wanna use their powers as a shortcut to wealth and power? What do we do about them?"

"Send licensed supers after them and strip them of their powers once captured?" Jack asked.

"Oh, God!" Audrey cried out. "Strip them of their powers? What gives us the right to do that to someone, to take away part of who they are? It'd be just like cutting off their arms or their legs!"

"It's necessary," Sky answered. "Power-dampening cells and collars can malfunction or be removed. The nanite inhibitors provide a more foolproof method of keeping people who won't use their powers properly from using their powers."

"Even that's not foolproof," Jack brought up. "S.P.I.N. tech can be shorted out."

"A good reason to keep them behind bars once spun so they don't regain access to their abilities and become a threat again," Sky said. "And you know who ought to go first? The Knights."

"Why the Knights?" Karin asked.

"Because they're vigilantes," Sky replied. "They're running around, openly flouting the law and scaring the crap out of normal people."

"And stopping criminals," Mr. Wade inserted.

Sky was livid. "At what cost? If we let vigilantes bring in criminals, then we're basically saying we want to go back to the bad old days, when the law was helpless to stop supers from acting however they would."

"I keep saying, things weren't like that," Audrey insisted. "Not my fault you're too blockheaded to understand that."

"'Blockheaded'?" Sky repeated angrily. "My dad's mother died when he was a baby in the middle of a superhuman grudge match! You want that sort of thing happening again?! To someone else's mom or dad or someone's kid?!"

"Isn't that the same argument they used when they started herding superheroes into the 42, started cloning thunder gods to use as living weapons on the resistance?" Karin asked with a cold sneer. "The same tactic to appeal to the amygdala, the primitive part of the human brain that isn't developed enough to see past fear, desire, or hate?"

"_It's not about fear!_" Sky exploded. "Or hate! It's about knowing that these super-powered freaks could end the world as we know it unless something is done to contain them!"

"That's what people used to say about the Soviet Union and other major Communist powers," Jack interceded. "They also said that about Middle Eastern countries getting nuclear weapons or similarly powerful 'weapons of mass destruction.'"

"Well, a lot of people have powers that qualify them as weapons of mass destruction!" Sky retorted furiously.

"Settle down, Sky," Mr. Wade cut in. "I understand you're upset, but you've all raised some pretty valid points. While there is a need to contain the maladjusted among the superhuman community, you cannot tar them all with the same brush. Not every single person with powers is a threat to humanity and those who are should not be held up as examples to condemn the entire lot. Now, unless you can discuss this like civilized people, I'm going to ask you to read the next seventy pages from where we left off on _Red, White, and Blue: Colors of an American Hero._"

Thus, the rest of the class was spent reading seventy pages of the biography of Steve Rogers. Not that it was time ill spent; the original Captain America had been one of Audrey's favorite superheroes back when she was a little girl. She would have to show this book to Winter Soldier, assuming that he didn't have a copy of his own or wasn't utterly disgusted with the book for not "fully capturing the awe-inspiring greatness that was the true Captain America."

After the class was over, Audrey tried to go to Sky, but the boy shied away from her. Undeterred, Audrey zipped directly across from him, using athlete-level speed so as not to shock him too much. "Get out of my way," he hissed quietly.

"I want to say I'm sorry," Audrey answered. "I didn't know . . . about your grandmother."

"Save it," Sky cut in. "All the apologies in the world won't change the fact that I'll never know my father's mother and he'll never know her, either. So save it. Thanks for the sentiment, but save it." He walked away curtly, leaving Audrey crestfallen.

Audrey felt a gentle hand on her shoulder and turned to see Karin. "Let's get to our next class." She said that while reaching up to place her hand on Karin's and gently squeeze it.

* * *

That night, Audrey was out for dinner with her parents. To her credit, she'd gone semiformal, wearing a simple indigo blouse and black wool skirt with stockings and low-heeled pumps. She'd even put moisturizer on her face, but makeup was where she drew the line; she was not going that far to look good. As her parents had said, she looked good without makeup, anyway.

What was the restaurant dinner for? To celebrate her mother becoming an administrator at her place of work, of course. It would mean higher pay and more prestige, but it would also mean a greater workload, which would in turn mean less time spent with the family. Audrey didn't mind that last part so much; with Arachne being needed to combat the crime in the city, she needed to be out more and she couldn't come up with inventive excuses to go out forever. The less time her parents spent at home, the less opportunity they would have to grill her.

"Something wrong, Audrey?" Mrs. Hopkins asked.

Audrey looked up at her mother. "This boy in my Posthuman Studies class, his grandmother died when his father was just a baby. According to him, it happened in the late pre-registration era, like a clash between supers."

"Does he blame the supers for that?" Mr. Hopkins inquired.

"According to him, his grandmother's death was directly caused by that fight," Audrey answered. "Collateral damage." She winced. "God, that sounds so antiseptic, doesn't it? I feel bad for him, but . . . he seems to hate everybody with powers, like he thinks they're all out to destroy ordinary people and their lives."

"It's really no different from what happened following Pearl Harbor in 1941." Mr. Hopkins smiled ruefully. "After that, people thought that Japanese people in America, whether they were born there or immigrated later in their lives, were all innately loyal to the Japanese empire and were trying to destroy America from within, so they put them in internment camps. Then there was September 11, 2001, which got a lot of people scared about Middle Easterners and Muslims. Like, all of a sudden, Islam was this violent religion that demanded blood as a show of faith and people who believed in Allah were these insane militants who wanted to kill Americans, so we started locking them up at first."

"And after Stamford fifty years ago, ordinary people were even more scared of people with powers than they were before. I mean Magneto and Dr. Doom were bad enough, but when you had a bunch of reckless 'superheroes' causing a disaster of that magnitude . . ." Mrs. Hopkins trailed off.

"I know," Audrey murmured. "Read all about it in the history books, not to mention the lynch mobs that were coming at the others."

"People wanted something done about what they felt were walking engines of destruction," Mr. Hopkins continued. "Not that they were wrong for feeling that way, but some people took it farther than the general public would have suspected, or maybe even wanted."

"The point we're trying to make is that when people are hit by personal tragedy and they feel it was caused by someone from a small social group, they blame that tragedy on the entire group and think they're all bad," Mrs. Hopkins said. "Pearl Harbor made Americans think all the Japanese were bad during World War II, 9/11 made people think Middle Eastern Muslims were violent fanatics who wanted to destroy their way of life, and Stamford made people think that superhumans were going to bring about Armageddon and that they had to be stopped before it was too late for ordinary people. Do you understand what we're trying to say?"

"Yeah," Audrey admitted heavily. "I still feel bad for him, though."

"That's not wrong," Mrs. Hopkins said.

Suddenly, Audrey's personal perception of the temporal flow slowed down, a signal from her spider-sense that there was danger in the area. She turned and saw a metal tentacle with three sharp pincers attached in a triangular fashion shooting toward her. Audrey lunged for her parents, knocking them off their seats and to the ground just as the tentacle crashed into their booth.

"What was that?!" Mr. Hopkins asked.

A red-haired woman made herself apparent, looking utterly like an ordinary woman in a doctor's coat except for the fact that four metallic tentacles writhed around her body, dispatching anyone foolish enough to get in her way. Beside her, a green-haired woman garbed in skintight black with a mask over the lower half of her face stood quietly, as though awaiting a signal.

"I'm going to see if I can find a phone to call the police with," Audrey whispered.

"Don't!" Mrs. Hopkins whispered. "Those women might spot you!"

"I'll be really quiet and I'll stay low to the ground," Audrey answered, kissing her mother and father on the cheek. "Don't worry about me." Moving as quickly and as quietly as she could without giving away her abilities, Audrey speed-crawled on her belly until she was out of her parents' sight. As she did so, she heard the tentacle-wielding woman demand the location of the Hopkins' table. Not wasting time, Audrey quickly got out of sight and her clothes shifted into their true form of her Arachne costume.

A web-line snagged one of the lab-coated woman's tentacles and Arachne used it to swing into a flying kick. Another of the woman's tentacles lunged at her, but she somersaulted in midair to evade even as the remaining two tentacles sprang at her. One tentacle's pincers grazed her leg, but that didn't stop Arachne from kicking the lab-coated woman.

"Who are you supposed to be?" she asked. "Doctor Octopus after a sex change? In the meantime, let's take this dance outside!" Staying true to her word, Arachne sprang out of the restaurant, "Dr. Octopus" and the black-clad woman following her. "What do you want here?"

"We've already gotten it," "Dr. Octopus" replied, "and it's not what _we_ want; it's what Black Tarantula wants."

_Great,_ Arachne thought. _We must have really gummed up the works in his operation for him to go after me like this. But if he came after my family . . . does this mean he knows who I am?_ Her eyes narrowed behind her mask. _If he does, what am I gonna do?_

Arachne began swinging away from the restaurant, hoping to find unoccupied ground to fight in. "Dr. Octopus" stretched her tentacles to carry her across the city after Arachne. The masked woman jumped up onto and climbed a wall, reaching the rooftop and running and leaping from that to another to follow Arachne, who rapidly swung through the city.

Time went into flux for Arachne again, a signal from her spider-sense that danger was very close to her. She turned to meet it, only to be knocked off her web-line by the masked woman. As the two costumed females exchanged blows and plummeted, Arachne was using one arm to spin a giant web-based safety net; the impact dampeners that were part of Stark's latest upgrade to her costume would ensure her survival, but she wasn't so sure about that of the masked woman. Unfortunately for Arachne, said masked woman was faster and stronger than she thought, straining Arachne's free arm.

"What's wrong with you?!" Arachne asked irately. "Do you honestly _want_ to die or something?!"

The masked woman didn't answer, instead opting to unzip her left sleeve from the rest of her suit. Once that was done, she began to unzip the sleeve itself, pulling her arm and hand free of it. The revealed arm was as pale as the exposed skin of the woman's face, with a scorpion tattoo above the hand.

Arachne webbed the woman's arm, only for the webbing to almost immediately dissolve on contact. On second look, it wasn't dissolving so much as being burned away by some kind of electricity. The woman thrust her left hand at Arachne, but Arachne dodged . . . barely. She felt the electrical aura surrounding the woman's arm touch her, even though the arm itself hadn't touched her. Just then, she landed on her web-net, but her spider-sense warned her of the masked woman's attack, just in time for her to roll away and watch as the woman's electrical aura burned a hole in the web-net.

Arachne's spider-sense went off again and she instinctively dodged, only to not quite be fast enough this time. This time, the masked woman moved with a speed that was blinding even for her, tagging Arachne between her arm and her chest and sending a pulse of indescribably painful electricity through the spider-like girl's body. She went limp, only to be caught by the masked woman.

"Good job, Scorpion," "Dr. Octopus" complimented.

* * *

End Notes: Oh, man. Arachne has been caught by the bad guys! How did they know to look for her at the restaurant where she and her parents were celebrating her mother's promotion and what does Black Tarantula want with her? How will she get out of this predicament and how will whatever it is the rogue Spider-clone has in mind change things for her? For the answers to those questions and more, stay tuned for the next chapter and let me know what you thought of this one.


	2. Tangled Web of Intrigue

"Marvel: Tomorrow Knights"

Chapter 2: "Tangled Web of Intrigue"

Disclaimer: Any characters referenced that you recognize from the storied history of Marvel Comics belong to Marvel Comics, not me. Many of the original characters are partially my creation, as they are based on archetypes of characters published by Marvel Comics. The idea for this story is largely mine.

Author's note: Last chapter, you saw Arachne captured by what appeared to be female variants of Doctor Octopus and the Scorpion for Black Tarantula. What does the Black Tarantula want with Arachne and what obstacles will the Knights have to plow through to save her from him? Furthermore, what secrets will the Black Tarantula reveal to Arachne, and what effect will they have on her? For the answers to these questions, and more, commence reading.

* * *

When Arachne woke up, the first thing she registered was a very soft surface. Rolling over, she discovered that it was a bed, a bed with silken sheets. She sat up immediately and quickly, on the alert for danger. "Where am I?"

"With me," a deep, masculine voice answered.

Arachne sprang from the bed onto the nearest wall, looking for the source of the voice. She found a man clad in skintight black with a large collar rising from his neck. The man was lithe of build, with jagged twin silver-gray lines descending from his shoulders and a white-eyed black mask with a spider emblem covering much of the face. Silver bracers wrapped around his wrists.

"Who are you?" Arachne asked.

"Black Tarantula, at your service," the masked man answered sardonically.

"Those women who went after me were working for you, weren't they?"

"Yes, they were. I always found it best to make an impression on my potential allies when I introduce myself."

"'Potential allies'?" Arachne wrinkled her nose beneath her mask in distaste. "And what makes you think I'd work with you?"

"We have the same objective, the same enemy."

Arachne stared at Black Tarantula. "What do you mean by that?"

"We're siblings, you and I. Children of the same bastard project, but we rebelled, in our own ways. Speaking of siblings, we have another brother."

"What do you mean?"

"The new 'Spider-Man.' He's going to be joining the Avengers soon. They have him working covert ops for now, but they're gonna go public with him soon."

"Spider-Man?" Arachne was appalled. "They created a new Spider-Man?"

Black Tarantula's hands clenched into fists. "Yes. They did. And now we have another misbegotten super-soldier for the CSA."

"You said you came from the same project that created me. What exactly did you mean?"

"I'll show you." He pulled off his mask, revealing the face of Peter Parker.

Arachne gasped. "Peter?"

"Not quite." Black Tarantula's lips quirked into a ruined smile. "More like a clone. Much like the inspiration for the Scarlet Spider Squad. I got out before they could put in the neural failsafes to ensure my compliance."

"Why all this?"

"Why all what?"

"Becoming the chief crime boss in New York City, that's what."

Black Tarantula chuckled. "Wars take resources. That's what this is, _Audrey._ War."

"You know my name." Arachne began to shiver.

"Of course I know your name. That job your pals did on the CSA's information regarding you might have enabled you to slip under the radar, but don't think you're out of the woods. They still suspect you, but no longer having the proof to go after you . . . well, they'd do it in an instant if they could trump up some 'probable cause.'"

"How do you know?"

"I have people on the inside. That's something else you need in a war, the ability to wage information warfare. Speaking of that, nice job on the Avengers."

"Uh, thanks. I think."

Black Tarantula snorted briefly. "Things are worse than you think."

"How much worse can they be? They're trying to replace mutants and humans with externally stimulated mutations with government-created and controlled supers. They've got surveillance drones hovering over the streets watching everybody."

"That's just the tip of the iceberg. They're making corporate raiders."

"The point?"

"They're not supposed to. It's against the law to apply PDT for private interests. Of course, the government turns a blind eye to it because it can contract those corporate raiders for certain kinds of missions." He looked at Arachne with a dark expression in his hazel eyes. "Then there's the matter of how they treat unregistered supers once they're jailed."

"I get the feeling that I'm really gonna regret asking this, but how do they treat jailed supers?"

"You remember the N-Zone jail? 42, it's called?"

"Yeah . . ."

"It's still in operation, even though the ACLU and Amnesty International have attempted to sue the U.S. government time after time for the 'immoral and unethical treatment of those contained within.' Of course, the judges keep throwing the cases out."

Arachne sprang from the wall and onto the floor, rising to her not-so-daunting height of five feet six inches. "What the hell?! How can they do that?!"

Black Tarantula shrugged. "Um, I'll take 'Sheer Corruption' for 400."

"And I'll take 'Sheer Bigotry' for 800," Arachne quipped back in grimly sardonic tones.

"Hey, we're having banter," Black Tarantula remarked.

Arachne gasped beneath her mask. "How am I supposed to have banter with you? You're a criminal!"

"And so are you, technically. Having powers and not being registered with the authorities and all. That aside, I'm not such a bad guy once you get to know me."

"I'm sure," Arachne drawled.

"Careful now. Somebody might think that you were actually attracted to them."

Arachne snorted. "Please. You're old enough to be my grandfather."

"That's Parker, even though he probably doesn't look it, regenerative healing being what it is. Me, I only popped out twelve years ago, so technically, _you're_ the cradle robber."

"You're enjoying this, aren't you?"

"Yes, I suppose I am."

* * *

While Arachne and Black Tarantula were bantering back and forth, the other Knights were struggling to contain their worry. According to the latter-night news reports, a local restaurant had been assaulted by a woman armed with four writhing metal tentacles and a masked ninja-like woman. The "unlicensed vigilante" Arachne had challenged them, only to wind up subdued and taken away, whereas a 15-year-old girl named Audrey Hopkins had simply disappeared.

"You know, this is a blessing in disguise," Fearless commented.

"What the _shock?!_" Iron Cage shouted. "I know you didn't just say what I think you just said!"

"Yes, you heard me, Lucas," Fearless confirmed. "Arachne's costume is giving off a distress beacon, on a frequency only detectable by us." _And by Stark's interface powers._ "We can trace the beacon and it'll certainly lead us to Black Tarantula."

"Uh, not that I don't like the idea of bringing the pain to that S.O.B., but would it _kill you_ to show some concern for your girlfriend?" Iron Cage asked disconcertedly.

"Believe it or not, she _is_ concerned," Iron Fist spoke softly to his friend.

Iron Cage glared at the smaller young man. "Well, she certainly fooled me."

"Not everyone believes in overt demonstrations of affection like, say, panicking when their significant other goes missing." Iron Fist's tone was good-naturedly snide. "Besides, we all know Audrey's a big girl. She can take care of herself. In fact, I'm willing to bet that right now, she's giving Black Tarantula all that he can handle and then some."

"Got it in one," Nightshade agreed. "Spider-Lady is gonna whip that guy's ass!"

Artemis raised an eyebrow. "Whip his ass? I must say, in the wrong context, one would think that you meant something rather 'perverse' by that."

Nightshade blushed a faint purple. "Quit embarrassing me, Arty!"

Winter Soldier spared himself a very brief smile. Of course, Nightshade caught it and pouted at him. "Winter!"

"Sorry, Mina," Winter Soldier answered.

"I've pinpointed her," Fearless spoke up. She accessed the bodyslide via holographic touch screen and programmed the coordinates into it. "Everyone, roll out."

The Knights climbed into the bodyslide chamber, which teleported them into the lobby of the building where Arachne was being held. "Well, assuming we manage to make it outside, we just might be able to see the location of this bastard's headquarters," Tsukikishi remarked.

"Well, well, well, if it isn't the heroes of the day," a coarse voice remarked.

* * *

The Knights faced their opposition, which was pretty much seven costumed people much like themselves. One was a skull-masked man in black tactical body armor with metallically reinforced joints and a sword sheathed on his back. The second was a white-haired trench-coated man idly rifling through a deck of cards. The third was a red-skinned woman dressed in scanty black leather with large wings protruding from her back and a much smaller pair protruding from a head full of dark hair. The fourth was a purple-haired woman with four metal tentacles writhing around her. The fifth was a silver-haired young man in a sleeveless black suit with a metal-fronted headband and a mask that covered the lower half of his face. The sixth was a green-haired woman whose body was entirely sheathed in skintight black, with a mask covering the lower half of her face. The seventh wore a costume similar to Tsukikishi's, but colored tarnished silver instead of the silver-white Tsukikishi was known for.

Winter Soldier faced the skull-masked man. "Taskmaster."

"Winter, my man. Still mourning _el Capitan?_"

"Don't address me as though we're friends. We're not."

"Girl Without Fear, eh?" the card-playing man remarked to Fearless. "Let's see if I can't put the fear in you."

Fearless withdrew her batons and extended the energy lances on both. "Good luck."

"Hey, little Midnight," the demonic woman greeted mockingly. "Still playing with toys?"

"Shut up, Syn," Nightshade spat.

Syn sniffed the air. "Ah, you've fallen in love! And what a splendid specimen of manhood he _is!_ But isn't he a little too old for you?"

"Focus, Nightshade," Winter Soldier spoke grimly. "She's just trying to get a rise out of you."

"I'd prefer a rise out of you, if you understand me," Syn coquetted.

"Who are you supposed to be, a transsexual Doctor Octopus?" Iron Cage mocked the tentacle-armed woman.

"One, I was born with my particular genitalia, and second, yes, you may call me Dr. Octopus," the purple-haired woman replied. "And learn some respect."

Artemis faced down the silver-haired young man, the symbol on the metal frontage of his headband marking his loyalty to the Hand. "Hand."

"Chaste," the Hand ninja answered scornfully.

Iron Fist stared down the masked green-haired woman and inhaled the air with his nose. "Ah . . . your left arm, the bound arm, that's the seat of your power, isn't it . . . Scorpion?"

The Scorpion shifted into a combat stance, as Iron Fist did the same. The bandana-masked young martial artist's fists began to glow with restrained chi. The Scorpion's eyes narrowed, appraising Iron Fist.

"Miss me, Tsukikishi?" the twisted Moon Knight doppelganger asked.

"Not for a minute, Tsukikage," Tsukikishi answered. "Let me guess, Black Tarantula roped you into this."

"Offered me a pretty good sum. Turned him down. Not like I don't have money, and besides . . . seeing you dead is priceless."

"Who are you all supposed to be, anyway?" Iron Cage asked.

"Black Tarantula calls us the Sinister Syndicate," Taskmaster answered. "Damn histrionic boss."

"Doesn't matter what you call yourselves; we're not letting you stand in our way," Fearless declared.

"Oh, well." The card-playing man withdrew a card from the top of his deck and held it up.

"Ace of Hearts?"

"Yes. In fact, that's my name." He threw the card. "Ace."

The card rapidly sailed through the air and Fearless dodged, only for the passing card to cut off a stray lock of black hair. _Razor-edged cards. A perfectly concealable weapon. I better not underestimate this guy._

Ace smirked and threw another card at Fearless, this one being the ten of spades. Fearless slashed at the card, but the card simply bounced off her energy blade. Just then, she sensed another card making its way toward her and she sidestepped it.

Taskmaster held up a transparent white disk. "From the playbooks of Captain America . . ." The disk morphed into a concave circular shield, which he proceeded to throw diagonally at the wall next to Winter Soldier. The shield bounced off the wall, ricocheted into the opposite wall, and came back at Winter Soldier, only for Winter Soldier to catch.

"You might want this back," the young man mocked, and threw the false shield at Taskmaster.

"From the playbooks of Daredevil . . ." Taskmaster remarked as he dodged his own shield, letting it bounce off the walls before finally catching it. The shield morphed into a transparent longsword. "From the playbooks of Black Knight!"

Winter Soldier blocked Taskmaster's swing with his rifle. "Just a copycat." He contemptuously kneed Taskmaster in the stomach.

Multiple spatial warps appeared around Syn and Nightshade. Syn punched into one and her fist came out through the one behind Nightshade, only Nightshade had already moved to evade. Her tail slipped into a spatial warp and emerged through the warp next to Syn's leg. Nightshade wrapped her tail around Syn's ankle and pulled hard, yanking Syn down. However, Syn flapped her wings and pulled up, yanking Nightshade through the original warp and out from the warp her tail came from.

Nightshade unwrapped her tail from around Syn's ankle and flipped into a warp, reemerging through another to kick Syn. The red-skinned woman caught Nightshade's ankle, only for Nightshade to teleport them both. When they reappeared, they were both on the ground. Syn used her wings as shields, blocking Nightshade's punches. Nightshade squeezed her eyes shut and teleported . . .

. . . past Syn's wings and right in front of her body. Not only was she definitely violating Syn's personal space, she herself felt violated just by being so near to the red-skinned woman. She could practically feel Syn's heated breath on her skin, eliciting strange feelings in her. She chanced an opening of her eyes, and found Syn smirking at her.

"Why, Midnight, I never knew you felt that way."

Nightshade let out a frustrated squeal and punched Syn.

Iron Cage caught one of Doctor Octopus's tentacles and was about to use it to yank her over, when the tentacle came . . . without her. To say he was shocked would have been an understatement. It got even more "shocking" when that tentacle wrapped around him on its own. "What the shock?!"

The remaining three tentacles "on" Dr. Octopus moved to a more triangular positioning. "I'm not really controlling the arms themselves. _I'm controlling the metal._"

"Who are you, Polaris?"

"Not quite. I do not control magnetism. The iron in my blood simply resonates with many ferrous metals in such a way that I can treat them as extensions of my body and manipulate them however I will; call it magnetism if you want, but that's rather inaccurate. I just picked tentacles because I'm an admirer of the late Dr. Otto Octavius's work."

Iron Cage groaned. _A fangirl. A #$& fangirl!_

Artemis's sai clashed with the Hand ninja's ninja-tō. Artemis might have been able to perceive the ninja's next moves with the aid of temporal perception and highly acute senses, but the ninja moved with phenomenal speed. "Who are you?" she asked.

"Call me Kiri," the Hand ninja replied.

Artemis threw one of her sai at Kiri, only for Kiri to dodge. Of course, the thrown sai was just a feint, a distraction meant to allow Artemis to close in for the kill. Unfortunately for her, Kiri was more cunning than she'd anticipated and he slipped under her attack, thrusting upward with his sword. Artemis was barely able to evade the thrust, but the sword nicked the exposed skin beneath her belly button. Kiri's eyes lit up with a demonic glee upon seeing this little wound, like a shark smelling blood. He went in for the kill, Artemis blocking his sword with her remaining sai.

Iron Fist and Scorpion fought furiously, exchanging fast and powerful blows. Iron Fist blocked as much as he could, but even the blows he blocked hurt like mad. Scorpion definitely wasn't messing around, he could tell. He just had to stay in the game long enough to take her down, but as the fight dragged on, he began to doubt whether he could, at least not without his ultimate technique.

Iron Fist flipped back from Scorpion and concentrated his chi into his fist, causing it to visibly glow with golden energy. Scorpion narrowed her eyes at him and unzipped her left sleeve from the rest of her uniform. She then unzipped the sleeve all the way down to the wrist and removed it along with the glove, exposing a scorpion tattoo on her bared arm. Electricity crackled visibly around her left arm, focused particularly in her hand. The chi glow around Iron Fist's fist spread into his entire arm, signaling a greater concentration of chi.

The two fighters lunged at each other, striking with their powered-up fists. Scorpion's left shoulder was brutally dislocated, almost shattered by the force of Iron Fist's blow. However, Iron Fist fared even worse, the Scorpion's electrical sting running through his entire system and effectively frying him. Both fighters collapsed, Iron Fist drained from the use of his ultimate technique and Scorpion with one arm rendered useless.

Tsukikishi and Tsukikage battled, throwing razor-sharp crescent blades at each other. When those failed, they got in close and brutally personal. Tsukikishi withdrew his collapsible truncheon and extended it to its full length, proceeding to swing it at Tsukikage, who dodged and grabbed the end pointing at him. Tsukikage yanked hard, pulling Tsukikishi in for a vicious elbow strike. Tsukikishi ignored the pain that flared up in his rib cage and struck back, knocking Tsukikage across the lobby.

As Fearless continued dodging Ace's razor cards – and getting chunks of hair sliced off by them – she sensed the distress beacon from Arachne's suit moving. Swearing under her breath, she held her energy sabers out and charged Ace, who continued throwing cards at her. Fearless used the sabers to block Ace's cards as she got in close for the finishing blow. Ace threw a royal flush – literally – at her legs, aiming to cripple her, but she jumped into the air and came down with the energy blades retracted, knocking Ace out with just the batons.

"Finish them!" she shouted at the other Knights. "The Black Tarantula's moving Arachne!"

"Well, ain't that a kick?" Taskmaster remarked.

"Easier said than done, Devil Lady!" Iron Cage shouted, even as he managed to prove stronger than Dr. Octopus's loose tentacle. He turned to Otto Octavius's successor. "Hey, Doc! You want this back?!" He swung the tentacle at Dr. Octopus, only for the lab-coated woman to casually catch the tentacle by what seemed to be telekinesis. The tentacle slipped out of Iron Cage's hands and back in its position "on" Dr. Octopus, reverting the positioning of the tentacles to a quadrilateral pattern.

"Bodyslide by seven: Fearless, Winter Soldier, Nightshade, Iron Cage, Iron Fist, Tsukikishi, and Artemis," Fearless ordered, teleporting the Knights out of the lobby and where she sensed Arachne's distress beacon. When they reemerged, they found Black Tarantula web-slinging through the city, with Arachne following.

* * *

"Um, how do you propose we keep up with them?" Iron Cage asked.

"We do," Fearless replied simply, leaping up and firing an energy grapnel. She swung up on that grapnel and onto the first available rooftop. Nightshade teleported everyone else – touching her and each other, of course – onto that same rooftop. "Let's go." Fearless, Iron Fist, Iron Cage, Tsukikishi, and Winter Soldier bounded from rooftop to rooftop, sometimes aided by grappling equipment, while Nightshade and Artemis teleported in bounds.

"We're being followed, you know," Black Tarantula – masked again – remarked to Arachne.

"I know," Arachne responded.

"Want to lose them?"

"No. They're just looking out for me."

As the other Knights followed Arachne and Black Tarantula, Iron Cage voiced the question that they were all asking themselves. "Where are they going?"

"We'll find out when we reach it," Winter Soldier answered.

Arachne and Black Tarantula continued their web-slinging until they reached a fenced-in lot. In the center of that lot was a three-pronged metal structure rising up from the very ground itself. "What is that?" she asked.

"Project: Pegasus," Black Tarantula replied. "Reopened when they couldn't just ship everyone who flouted registration into 42. By the way, be careful; there are pressure sensors beneath the ground . . . and they trigger mines."

"Is the system computer-controlled?"

"Yes."

Arachne perched on a fencepost. "Then I'm going to try something."

She concentrated, willing her suit's computer system to access the computer system that controlled the security in Project: Pegasus. Once in, she silently accessed the security that controlled the pathway to the prison and shut down the pressure sensors. She turned to look at Black Tarantula.

"It's done."

"Then let's go."

Fearless had gotten close enough to see the exchange between the two Spiders, not that she needed to be that close, given her senses. She was rather surprised at how calm Arachne was in the Black Tarantula's presence; despite her uneasiness, Arachne didn't seem like she was in danger. In fact, from her body language, Fearless could tell that Arachne didn't think she had anything to fear from Black Tarantula anymore. Just what was going on here?

The two Spiders ahead of her bounded to the other side of the fence, entering the grounds of Project: Pegasus. Fearless scrambled up the fencepost and flipped onto the other side, while Nightshade teleported herself and the others. As the Knights followed their comrade and her seeming captor, they were all pondering the same thing their leader was. Why did it seem like Arachne was going willingly with him and what did she hope to accomplish with him if that was the case?

"I'm getting a little annoyed with your friends acting like devoted puppies," Black Tarantula hissed to Arachne.

"Leave them alone," Arachne warned.

Black Tarantula chuckled and whirled around, facing the Knights. "Hello, kiddies. You've found me at last. Yes, your beloved Arachne is with me, but I'm not holding her hostage anymore." He smirked behind the mask. "There's more to me than what you see, and more to this twisted order than you realize. If you don't believe me, follow me . . . and see for yourselves."

* * *

End Notes: There you have it. Black Tarantula revealed at last! Arachne seemingly joining forces with him! But what is really happening? What will the Knights find in Project: Pegasus . . . and will they survive it? For the answers to those questions, and the questions I promised to answer in the notes leading up to this chapter, wait for the next chapter and let me know what you thought of this one.


	3. Come Out to Play, Little Spider

"Marvel: Tomorrow Knights"

Chapter 3: "Come Out to Play, Little Spider"

Disclaimer: The fictional universe in which this story is set belongs largely to Marvel Comics. The characters within may largely be mine, but they are based on archetypes of characters belonging to Marvel Comics.

Author's note: Arachne's with Black Tarantula. Really? Well, you'll just have to see if that's true or whether it's a more temporary alliance. Also, you'll have to stick around to see why she joined up with him and what she and the other Knights will discover in Project: Pegasus. For those of you who don't know, Project: Pegasus is a super-prison that existed during the midpoint of Marvel Comics' history but later went defunct. I've chosen to dust it off for this future and hopefully you'll be interested by what I've done with it. Read on.

* * *

"Spider-Lady!" Nightshade exclaimed. "What are you doing with him?"

"Things . . . are a lot more complex than they seem, Nightshade," Arachne answered somberly.

Nightshade was indignant. "Where's the complexity? He's a crook!"

Arachne gazed at her blue-furred friend. "There are things much worse than him right now."

"What do you mean?" Iron Cage asked.

"She means what we'll find inside this little corner of hell," Black Tarantula cut in. He turned on his heel and resumed walking toward Project: Pegasus, the Knights following him, some more reluctantly than others.

When they reached the entrance, Arachne used her suit's computer to remotely access the system controlling the locking mechanism . . . and unlocked the door. The door slid open and the Knights and Black Tarantula stepped inside.

"Um, how is it that nobody's coming after us?" Tsukikishi asked.

"I'm using my suit's computer system to remotely access Project: Pegasus's security and surveillance systems and blind them," Arachne replied.

"Hurry up," Black Tarantula growled. "We don't have time for sightseeing."

The Knights and Black Tarantula continued through Project: Pegasus. "Where are you taking us?" Iron Fist asked.

"You'll see," Black Tarantula replied.

They reached an antigrav lift and the entrance to it slid open, allowing the nine to step inside. "Where are we going?" Artemis asked.

"You ask so many questions," Black Tarantula grumbled. "But we're going to a place where things will become clear."

The lift carried the nine down to the lower levels of Project: Pegasus, which turned out to be the bulk of the facility. When it stopped and opened, the nine walked out. "Where are we now?" Winter Soldier asked.

"One more question, and I'm turning around and mashing your head into the wall," Black Tarantula snapped. "Got me?"

Arachne glared sharply at Black Tarantula. "You do that, and you lose me. Got _me?_"

"Yes, dear," Black Tarantula answered sarcastically.

"Good God, you two banter like an old married couple," Iron Cage remarked, prompting a glare from Fearless. She only stopped glaring when she heard a scream in the distance.

"You hear that?" she asked.

"No, not exactly," Iron Fist replied. "What are we supposed to be hearing?"

"Somebody's in a lot of pain," Fearless expounded.

"Obviously," Black Tarantula cracked. "What, did you think this place was a day camp?"

Winter Soldier growled and followed Fearless, the others trailing behind them. After a certain point, Fearless stopped and the others stopped behind her. "How do we do this?" Winter Soldier asked.

"Like this," Nightshade replied, teleporting to the other side. She soon reappeared next to Winter Soldier, shivering. Winter Soldier gently pulled her closer.

"What did you see?" he asked softly.

"It was horrible . . ." Nightshade murmured. "What they were doing to that guy . . ."

"What were they doing to him?" Fearless asked lowly.

"They were . . . grafting cyber-tissue to his muscles . . . without . . . without anesthesia," Nightshade answered, her golden eyes wide with horror.

"I've seen that," Black Tarantula said. "It's largely done to speedsters to make their bodies even more durable so they can run faster and longer. The fact that they'd do it without anesthesia means that the guy they're doing it to is unregistered."

"You mean they do that?" Arachne asked.

"Yes," Black Tarantula confirmed. "They don't spin everybody; they sometimes convert unregistered supers into living weapons, kept under control by neural inhibitors that'll shut them down if they step out of line."

"Is this what you wanted to show us?" Artemis asked.

"Part of it," Black Tarantula replied. "There's more."

The nine moved on through the facility, Fearless hearing more and more screams through soundproofed walls. Despite her seemingly calm demeanor, she was shivering on the inside. If she closed her eyes, she could "see" past the walls and almost distinguish what was going on behind them. Thus, she did not close her eyes. She did not want to see what was going on behind those walls.

Of course, they weren't going to go unmolested forever. A distant passing guard, garbed in Sentinel armor, sub-vocalized a message to his fellows about the intruders. At that moment, Arachne's spider-sense triggered, as did Black Tarantula's. Fearless snapped out her batons, having heard the message herself. Soon enough, Sentinel guards swarmed them.

"Well, isn't this just a fine mess?" Black Tarantula quipped.

"_Attention, intruders!_" the lead guard declared. "_Surrender now and we will use only minimal force! Resist and we will use the force necessary to effect your surrender and detainment!_"

Black Tarantula shot a web-ball at the lead guard, hitting him square in his helmeted face. The web-ball exploded in a splatter of whitish-gray gunk that completely blinded him. Despite being blinded, the Sentinel guard managed to shout to his compatriots, "_Take them down!_"

Pandemonium was the immediate result. The Sentinel guards opened fire on the Knights and Black Tarantula, who all had their particular ways of evading or retaliating. Arachne and Black Tarantula used their webbing, while Fearless leaped into action with her baton blades, slashing the Sentinels. Iron Fist powered up his chi again to strike down the Sentinels with superhuman speed and force, while Iron Cage punched through them. Artemis weaved and bobbed between blasts, her senses and future-sight enabling her to evade the Sentinels' laser fire. Winter Soldier drew his rifle and opened fire on the Sentinels while dodging their fire. Nightshade teleported and leaped all over the place, making herself a hard target, and Tsukikishi just soldiered through the Sentinels.

"We've gotta get out of here!" Iron Cage shouted, punching a Sentinel in the chest.

"Then get out we will," Fearless answered. "Nightshade, grab Black Tarantula. We'll bodyslide out."

"You sure?" Nightshade asked.

"We can't leave him to die here!" Fearless responded.

"I'm so glad you care," Black Tarantula cracked, even as he cracked the skull of a Sentinel.

"Bodyslide by nine," Fearless ordered, the bodyslide technology locking onto their bio-signatures and transporting them far away from Project: Pegasus.

"All right, I didn't accomplish everything I wanted, but you know a little more about what we're up against than you did before," Black Tarantula said. "All in all, not bad."

"What makes you think we'll work with you?" Fearless asked. "That's what you want, isn't it? For us to join forces with you?"

"You moved like Spider-Man," Artemis said. "Like Arachne. Were you part of the CSA's attempts at recreating Spider-Man's powers, too?"

"Yes," Black Tarantula replied. "I'm a clone."

"_A clone?_" Nightshade uttered in shock.

"Man, this clone stuff is bull," Iron Cage grumbled. "What the hell's the point in making a clone of someone? It's like giving someone an identical twin that they don't really need or want."

"They wanted someone with the exact same abilities as Spider-Man, but more controllable," Black Tarantula explained. "Of course, without the neural web to ensure compliance, there was very little they could do about me."

"Why be a crime boss?" Iron Fist inquired.

"War takes money," Black Tarantula answered. "And as someone who doesn't officially exist, it's not like I could get a legitimate job. Even if I could, I have the face of a fugitive. Not much chance of anonymity for me." He stared down the Knights. "This isn't over yet. Not by a long shot." He leaped off the rooftop and swung away on a web-line.

"What do we do now?" Nightshade asked.

"We go home," Fearless replied.

When the word "home" escaped Fearless's lips, Arachne gasped in shock. "My parents! They're probably worried sick about me! I have to get home!"

"All right, then," Fearless said. "I'll see you in the morning."

* * *

Arachne jumped off the rooftop and swung home on web-lines, moving with frantic speed. When she reached the suburban neighborhood where she lived, she ducked between houses and her costume became the clothes she had been wearing before confronting Dr. Octopus and the Scorpion. She walked out onto the sidewalk and walked the rest of the way to her house, where she rang the doorbell.

The first to answer was her mother, who pulled Audrey inside and into a tight hug. "Hi, Mom . . ." Audrey uttered softly.

"Audrey!" Mrs. Hopkins exclaimed. "Don't do that to us again!"

Audrey stared at her mother blankly.

"We were so worried about you!" Mrs. Hopkins exclaimed. "I was scared that those women had taken you away!"

"Uh, what women?" Audrey asked.

"Oh, my God! You hit your head and now you don't – wait, what's the last thing you remember?"

"Dinner with you and Dad. We were celebrating your promotion."

Mrs. Hopkins gently kissed the top of Audrey's head, as though by doing so she could magically heal whatever injuries had been dealt to it. She then pulled Audrey inside. "Now get yourself to bed so you can sleep. I'll tell your father you're back."

However, Audrey couldn't sleep. Why? She couldn't get Black Tarantula out of her head. Seeing his face . . . seeing the face of a man she once idolized on a man who had turned out utterly different and yet utterly identical . . . had shaken something loose in her. Seeing angry, pain-filled hazel eyes . . . eyes that reminded her of the man who had so brutally betrayed her for the sake of "preserving her life" . . . it had a strange and powerful effect the likes of which she'd never experienced before.

Finally, Audrey passed into slumber . . . and knew only dreams.

_

* * *

_

She was in costume, as was Karin. They were on a rooftop, following a fight with Dr. Octopus and the Scorpion. Underneath their form-fitting costumes, bruises were already beginning to darken their flesh, but the exhilaration of a fight that had ended in victory left them too much in high spirits to feel them. 

_Audrey looked at Karin, trying to see into her eyes behind the red lenses of her facemask. Karin drew closer to her and removed the mask, revealing her face. A small bruise was forming on her cheek, but to Audrey, she was as beautiful as always._

_Audrey willed her mask to retract into the neck of her costume, revealing her face to the older girl. Karin pulled her closer but apparently used too much force, as Audrey fell on top of her. She looked up at Audrey, and Audrey suddenly realized the power she had over Karin. Karin seemed to realize it, too, as she was looking into Audrey's eyes with a heated acquiescence._

_Audrey tilted her torso down, bringing herself closer to Karin, chest against chest, pelvis against pelvis . . . and kissed Karin. Karin kissed back, reaching up to grasp Audrey's hair with her leather-gloved hand. Karin's hand moved down Audrey's back, while her other hand gripped Audrey's hip and moved a little up her side. Just then, Audrey felt a small spike of pain, only . . . she moaned into the kiss, pressing herself closer to Karin._

_Karin gently stroked Audrey's face as they kissed, durable leather meeting sensitive skin. Audrey's gloved hand found its way to Karin's bruised cheek and gently pressed, prompting a slight moan from the hypersensitive girl._

_They eventually broke the kiss, as Audrey retracted her suit beneath the visible layers of her skin, leaving herself completely exposed to her girlfriend. Karin looked at Audrey's bruised yet lovely frame and gently pinned her to the rooftop, kissing the bruise next to and below her navel. Audrey let out a small moan and a muted utterance of her lover's name as she gave herself over to her. . . ._

* * *

Audrey woke up, her face flushed red and her sleeping shirt stuck to her by way of sweat. "What . . . was that?" she wondered and tried to sleep again. Try as she might, though, she couldn't; the images from her dream haunted her, especially the look of smoldering assent in the dream Karin's eyes.

Morning came and Audrey found herself taking a cold shower. Even that didn't entirely stop the images from coming. Wherever she cleansed herself brought back a memory of dream-Karin touching her in that particular place. She bit her lip to muffle a lustful groan. _What is happening to me?_

Once the shower was over and Audrey had vigorously scrubbed herself clean, she dried off just as vigorously and went to her room to dress. She looked through her wardrobe, seeing a multitude of baggy pants and large sweatshirts, and parted it in the middle. Those would not do for today; it was too hot today. _She_ felt too hot today.

She reached into the back of her wardrobe and pulled out an outfit Jenna had bought for her once. Audrey had hidden it in the back of her closet, convinced that she would not be well suited for such attire. Now . . . today, with her spider-enhanced bod . . . maybe she could pull it off.

* * *

That morning, in school, one Karin Kusanagi was sipping water from the school fountain when she heard a sudden spike in ambient sound. That spike was an increase in chatter, and she could pick out individual snatches of words.

". . . whoa, check her out . . ."

". . . didn't know she was . . ."

"Mm-mm . . . I'd hit that . . ."

". . . so hot . . ."

She heard the pounding of a very familiar heart, coming closer and closer with every beat, it seemed. She chanced a look and saw Audrey, but as she had never seen the younger girl before. Her hair was arranged in neat curly waves of brown that, she'd never quite noticed before, had a small tint of red. Her pink lips were slightly parted and wet, as though begging someone to kiss them.

Karin's eyes moved further down, spotting each individual drop of sweat as it journeyed down her chest, stopping at the scoop neckline of her vestigial-sleeved white top. The neckline was low enough that if Audrey bent down one would probably be able to see her cleavage, but there was no chance of that happening with her standing upright. The top's hem stopped an inch below her navel, leaving just a small patch of pale skin open to Karin's scrutiny, pale skin that was taut over hard muscle.

Moving further down, Karin saw that Audrey was wearing a pair of white shorts, small enough that they stopped an inch past mid-thigh, exposing long, sinewy, graceful pale legs. They were also tight enough that they seemed to outline the flare of her hips and Karin bet that if Audrey turned around, she could –

_Stop it,_ the voice of her conscience spoke up. _This isn't the time._

Audrey's scent was different, Karin was rational enough to notice. It was still the same scent, but with this overpowering musk underlying it. It was pungent and overwhelming and when Karin saw Audrey's eyes . . . she saw desire radiating from them. She saw Audrey's pupils dilated, heard her heart beating faster and her breath coming harder, felt her increased body heat, saw the sensuous subtle sway of her hips.

All in all, Audrey was giving off "do me" vibes.

Karin's eyes narrowed and before she knew it, she was walking toward Audrey, who had stopped at her locker. As she walked, she could hear the lustful murmurs of the boys around them. She snarled internally; they would not have the pleasure of touching Audrey. Audrey belonged to her, and only her, and she would be damned before she shared her with anybody.

"Good morning," Karin hissed into Audrey's ear.

"Morning . . ." Audrey's voice was low and heavy with something that Karin could only define as yearning. It did wonders for her voice, mixing the normal melody with something darker and more mysterious.

Audrey turned around and gently tugged Karin's arm. Understanding what she wanted, Karin followed Audrey's lead, all the way to the janitor's closet. The lock didn't deter Audrey; she simply took off her belt and used the pin on the buckle as a pick to unlock it. With the lock undone, the girls gained access to the janitor's closet, which was large enough not to be so claustrophobic. Karin closed the door behind her and as soon as the knob clicked, she could sense Audrey moving toward her.

Karin turned, grabbed Audrey's wrist, and pinned her bodily to the door, kissing her passionately. She didn't know what the cause of Audrey's change was, but that didn't matter now. She positioned one of her thighs between Audrey's legs, allowing Audrey to shift against her leg. She both heard and felt Audrey's responding moan, but definitely felt Audrey's lips part in submission to her. She plundered Audrey's mouth as the younger girl fidgeted desirously against her. To her hypersensitive taste buds, Audrey tasted of mint mouthwash and mint toothpaste and beneath it something that was just naturally her.

Of course, all good things eventually came to an end. The approaching sound of footsteps cut through the fog of lust surrounding the two girls. At that point, Karin had been kissing the sweat off Audrey's chest, but she paused upon hearing the footsteps. "Audrey . . ."

The huskiness in her voice made it easy for Audrey to mistake the call of her name for desire. Try as Karin might to pull her head away, Audrey's strength and clinging ability were keeping her in place. "Audrey!" Karin's voice was a little more insistent this time.

"Ka-Karin . . ." Audrey's voice was a lustful whine.

"Someone's coming!" Karin hissed.

Indeed, someone was coming. As was revealed when the door opened, it was a passing teacher who got suspicious when she heard thumping in the janitor's closet. That was what Audrey and Karin got for being a little too passionate about their time together. What a sight they made; Audrey with her top pushed up just above her ribcage and her shorts partly undone and both girls with flushed faces and glittering eyes.

"Ms. Hopkins, Ms. Kusanagi, I am shocked!" the teacher exclaimed. "To the principal's office, both of you." She looked at Audrey with an expression of stern disapproval. "And make yourselves presentable."

* * *

Thus it was that a more presentable Audrey, if not still a little tousled from her abortive encounter with Karin, and Karin were sitting in front of the principal's desk. The principal, a bespectacled and graying man, looked at both girls with sad expressions.

"Audrey. Karin. What's happening?" he asked somberly.

"We . . . couldn't help ourselves," Audrey admitted in a small voice. "It was my fault, I led her there, I picked the lock . . ."

"I kissed her first," Karin cut in.

"As wonderful as it is that you two are willing to take the fall for each other, I must say that I'm very disappointed," the principal said. "I expected students of your academic standing to translate that intelligence into self-restraint."

"You know, it's not as though a lot of the great geniuses were really all that self-restrained . . ." Audrey began to speak feebly.

The principal cut her off with a wave of his hand. "But since you two don't make a habit of this sort of thing – in fact, you've been model students up until this point – I'm letting you off with one day's detention. Do it again, and it's a week's worth. Am I understood?"

"Yes, sir," Audrey answered.

"Thank you, Mr. Hansen," Karin replied.

"All right, now get to your classes," Mr. Hansen ordered.

* * *

As the two girls walked to their lockers to get their laptops for class, Karin turned to Audrey. "What happened to you?"

"I don't know," Audrey confessed. "I just feel so . . . hot. I feel it, inside, like my stomach's a furnace."

"I felt it, too, when I got your scent. It was like there was something in it that made you utterly irresistible. Like I just had to have you, and nothing was going to stop me."

The sheer passion in Karin's voice sent shivers up and down Audrey's spine, and not in the bad way. The strange warmth pooled in her lower belly again, beginning to circulate through her body once more. "We'd better get to class."

* * *

By the time lunch period came around, the word had spread about the ignoble revelation of Audrey and Karin's relationship. The cafeteria was abuzz with chatter about the two girls when they entered, briefly pausing before restarting. Audrey and Karin found a table to eat at, only to be joined by Jenna and Troy, the latter looking wistful and the former looking peeved.

"How come you didn't tell us you were going out?" Jenna asked sharply.

"We intended to tell you," Audrey replied. "When we were ready."

"Making out in the janitor's closet?!" Jenna yelped. "You couldn't have waited till you got home?"

"We couldn't help ourselves," Karin admitted. "And we're sorry we didn't tell you, but that's not what you're really angry about, is it?"

"What do you mean?"

Karin smiled softly. "It's all right. We're all friends here."

Jenna looked at Karin sharply. "I have no idea what you're talking about!"

Karin leaned over to whisper in Jenna's ear, which simultaneously gave Audrey a good look at Karin's denim-clad backside. Audrey blushed as she felt the heat well up inside her again. She imagined herself grabbing Karin by her hips and pulling her down into her lap, then claiming her lips in a passionate kiss.

"Audrey?" Troy asked. "You ok?"

"Yeah, I'm fine," Audrey replied, shaking herself back to reality.

"You liked her, too, didn't you?" Karin whispered in Jenna's ear.

"Y-yeah," Jenna admitted, also whispering.

Audrey looked at Troy. "I'm sorry I didn't tell you."

"It's ok," Troy said, shrugging. "Can't help who you like. I get that. And Karin's not bad, as far as girlfriends go. She really loves you, I can tell."

"Yeah," Audrey murmured with a blush. "She does."

Karin pulled back from Jenna, retaking her seat. As she did, she could hear snatches of conversation.

". . . wouldn't have expected . . ."

". . . always the quiet ones . . ."

". . . can be real freaky in the . . ."

". . . what a whore . . ."

Karin spotted Lucy out of the corner of her eye glaring disdainfully at Audrey as those three words escaped her red-painted mouth. Karin rose from her seat and before anyone was really aware of it, Karin had Lucy pinned facedown on her table, one hand twisting the blonde's arm behind her back and the other fisting in her immaculate hair. "_I dare you to repeat that._"

"She's a little whore," Lucy answered foolhardily. "And so are you."

For the first part of Lucy's statement, Karin twisted the fist that was in Lucy's hair, yanking on the scalp painfully. "I don't care what you say about me. But _no one_ insults Audrey. _No one._"

"Get off my girl, you f#$&# d$&!" Lucy's boyfriend, a jock named Sean, shouted. He rushed at Karin, but Karin's senses easily caught him and it was child's play to sweep one leg back, the heel of her foot striking him hard in the groin. Sean collapsed in sheer agony, prompting his buddies – foolhardy bastards they were – to try to avenge their friend upon Karin.

To the surprise of pretty much everyone but Audrey, Karin fought them off with brutal ease, not even looking at them as she took them down with singular swift strikes. With hardly a look back at the bloodless, nonfatal carnage she had unleashed, she walked back to the table where Audrey, Troy, and Jenna were eating. She sat down next to Audrey.

"Whoa . . . I had no idea you could fight like that!" Jenna exclaimed, utterly shocked and impressed.

"Where'd you learn those moves?" Troy asked.

"I was a military brat," Karin answered. "I learned some useful stuff."

Of course, the vengeance of one Karin Kusanagi upon her ladylove's detractors had not come without cost. The lunch lady had reported what was going on to a teacher and that teacher had in turn gone to the principal, resulting in an extra two days of detention for her. Karin didn't much care; they deserved what they got for insulting her Audrey.

As Audrey and Karin walked to the room where they were to serve out their detention, Karin whispered to Audrey, "We have to go to Parker."

"Why?" Audrey's tone was hesitant.

"Checkup. Whatever it is that's making you so fired up probably has to do with your spider-powers, and who would know more about spider-powers than the original Spider-Man?"

Audrey sighed, resigning herself to the fact that she would have to see Peter again. "Doesn't mean I have to like it."

Karin gently placed a hand on Audrey's shoulder and Audrey leaned into the touch. "It's ok. I'll watch the S.O.B. for you."

* * *

End Notes: There you have it. Audrey and Karin will be reuniting with Spider-Man and the X-Men, but will it lead to reconciliation? What will the X-Men be preparing to do that won't give Peter much time to examine Audrey? How does it connect to the Black Tarantula's existence and goals? How will the new Spider-Man affect the Avengers and the larger CSA? For the answers to those questions and others, wait for the next chapter and let me know what you thought of this one, both good and bad.


	4. Crisscrossed Spiders

"Marvel: Tomorrow Knights"

Chapter 4: "Crisscrossed Spiders"

Disclaimer: This story is mine, but the root idea comes from the recent Civil War event in Marvel Comics and the story is set in the fictional universe depicted in comics published primarily by Marvel. Therefore, many of the characters you will see in this story are inspired by existing Marvel characters – hell, some _are_ existing Marvel characters – and thus do not quite belong to me. Also, I make no monetary profit from this story.

Author's note: It seems that the whole thing with Audrey's suddenly hyperactive hormones is a diversion from the main plot. Well, not quite; this plot point is going to intersect with another plot point in this chapter. Specifically, Audrey and Karin are returning to the X-Men, but the X-Men are preparing for something. What is it, though? You will find out as you read on.

* * *

Detention was served in silence, with Audrey squirming in her seat the entire time. She still felt so hot . . . and Karin was so near, yet so far. She bit her lip, trying to fight the urge to just leap out of her seat and tackle Karin. Not only would that make her detention even longer, it would also be plain embarrassing. Despite that thought, it was almost too tempting not to do. _Almost._

After an hour, detention was over and Audrey was riding with Karin to the X-Men's headquarters. She could feel the vibrations of the engine against her, eliciting a low, aroused groan. She held on to Karin tightly, pressing herself against the older girl's leather-jacketed back. She felt Karin shift against her, despite the fact that the older girl's hands were steady on the handgrips of her motorcycle.

"Audrey . . ." Karin murmured. "Just wait . . . just a little longer . . ."

It wasn't long before the girls made it to the catacombs under which the X-Men's headquarters were hidden. Karin parked the motorcycle and got off with Audrey, both of them placing their helmets in the holders built into the motorcycle chassis. They walked the rest of the way into the X-Men's headquarters, staying near enough not to get lost but far enough away not to risk getting distracted by physical desire.

Finally, they made it to the entrance, at which point Impetus greeted them. "Hey . . ." he greeted, kind of dazed just from looking at Audrey. "Looking good, Audrey."

Audrey blushed. "Thanks." Against her will, her eyes roamed the mutant speedster's body, noting the wiry muscles highlighted by his tight leather uniform.

Karin gently but insistently tugged on Audrey's arm. Speaking to Impetus, "We're here to see Parker."

"Oh, ok," Impetus said, momentarily snapping out of his daze.

Karin tugged Audrey inside past Impetus, leaving the speedster annoyed. The girls moved through the headquarters, garnering the attention of X-23. "Nice to see you again," she greeted them.

"Yeah, you too," Karin answered.

Audrey chanced a look at X-23, and saw the glittering, predatorily lustful look in the seemingly young woman's eyes. That look, to Audrey's surprise, sent warmth into her lower belly and pleasant chills up her spine. Her breath came faster, panting once more. Her heart thumped faster and harder than before.

Karin glared at X-23, silently telling her onetime leader to back off; Audrey was hers. Even as Karin and Audrey went into Peter's lab, Audrey could feel X-23's eyes boring into her back. When the door slid closed behind the two girls, Audrey felt relieved . . . and disappointed.

"Hi," Peter greeted grimly, not even turning to look at them.

"Parker," Karin answered just as grimly. "We need your help."

"All right. But I don't have forever. The X-Men are going to go on a mission soon."

"Where to?"

"Project: Pegasus. We're shutting that hellhole down." He turned to look at them. "What's the matter?"

"Something's revving up Audrey's engine . . . sexually speaking." Karin sighed. "She's giving off pheromones, I think. Something overpowering in her scent, making pretty much everyone aroused by her, but I think people with enhanced senses are particularly susceptible."

"Because their noses can detect the pheromones more directly," Peter deduced. "Huh."

"What is it?" Karin asked.

"I think what's going on is that it's simply Audrey's spider side going through puberty."

"Puberty? Spider side?" Audrey was confused.

"Yes. When spiders reach sexual maturity, they develop a reproductive urge that commonly occurs in mating season. Female spiders emit pheromones to induce sexual excitement in potential mates. I think that's what's happening here; your spider side is reaching maturity and wants a mate."

"It's getting to you, too, isn't it?" Karin deduced archly.

"The pheromones? Probably." Peter sounded calm, but Karin could hear his faster heartbeat, his harder breathing, and see his dilated pupils. Those pupils were dilated in much the same way that Audrey's were, and Karin could feel the arousal and desire between them. Despite rationally knowing that it was just mating urges and nothing more, Karin was jealous. Of course, that was probably another aspect of the mating urge; wanting to fight over a potential mate.

Peter turned and left his lab, barely brushing by Audrey. However, the momentary skin-to-skin contact nearly sent Audrey into a rapturous paroxysm. It was only Karin's steadying hand that kept her able to rein in her impulses.

* * *

As Peter departed to his chamber within the headquarters, he wrapped his lab coat around his body, hoping to disguise his condition. Even though he knew, rationally, that it was just his inner spider being attracted to her inner spider, he was disgusted with himself. She was just a little girl, despite what the muscle definition and curvature of her body would exhibit. Just a 15-year-old girl, no older than him when he first became Spider-Man, so young and idealistic and naïve . . . and just like him at that age.

"Peter?" Daybreak asked.

"What is it, Daybreak?" Peter asked.

"Is Audrey going to be ok?"

"Yes, I imagine so. Just a little bout of puberty, that's all." He entered his chamber and proceeded to strip off his lab coat and clothing. Once off, he reached into his closet and pulled out the familiar black costume. He had never wanted to wear this costume again, not after what had happened to the "cool Avengers," as he had sardonically referred to his previous team, not after what had happened to his family, not after what had happened to his dearest and most cherished friends. Despite that, he had no other choice. Someone else was using his name, someone who had no real notion of what it stood for and what his government handlers would twist it for.

Minutes later, Peter came out garbed in his black costume, the mask lowered as a hood. The white spider spread across his chest and linked with the matching spider on his back. White patches covered the backs of his hands and when he donned his mask, it was completely black with vaguely teardrop-shaped white lenses. He was Spider-Man once again.

"Ready to go?" X-23 asked.

"You think it's safe to leave Audrey and Karin here?" Wireless asked.

"It's no problem," Fairbrook replied. She stretched. "If you want, I can stay behind to watch over them."

"Yeah, right," Impetus growled. "You just wanna see if you can get a taste of hot spider loving."

Fairbrook stuck her tongue out at Impetus. "You're just jealous."

"Enough," X-23 growled. "It's time to go."

Sandstorm had a large case strapped to his back, with a cork placed on top. The case contained the sand that he could manipulate by thought alone, as his body wasn't actually made of sand. That particular batch of sand was mixed with his blood, so as to make it even easier to manipulate. Morbid, maybe, but it helped him use and control his power better, so it wasn't so bad.

The X-Men and Spider-Man went to the vehicle chamber that housed their aircraft. Once inside, they entered the _Blackbird_ and took their seats, Impetus piloting and X-23 sitting next to him in the copilot's seat. Fairbrook and Spider-Man took up positions on either side of Impetus and X-23 next to the navigational equipment. The others took their seats in the back of the jet.

"Let's go," X-23 ordered.

* * *

Impetus put the _Blackbird_ through the launching sequence and flew it out of the hidden headquarters. The _Blackbird_ was in its prerequisite stealth mode, of course; it wouldn't do for them to get caught before they even started. As they flew to Project: Pegasus, they intently studied the blueprints of the prison.

"We're going to divide into three groups," X-23 said. "Wireless, you're staying here to coordinate us. Spider-Man, you're with me. Synergy, Sandstorm, and Daybreak, you're together. Impetus and Fairbrook, you go with each other. Got it?"

"Got it," Impetus answered.

Wireless used his psychic interface to shut down the security measures that would have alerted the guard staff to the X-Men's presence. They entered Project: Pegasus, at which point they split off for their own separate tasks. Impetus planted small detonators all over his and Fairbrook's area at super-speed. Spider-Man and X-23 planted bombs in their area. Synergy, Sandstorm, and Daybreak also planted bombs in their area.

"Is it done?" X-23 asked over her communicator.

"_Yeah,_" Impetus replied.

"_Yes,_" Daybreak answered.

"Then we've got to get these people out, don't we?" Spider-Man asked.

"Certainly," X-23 agreed coldly, "but I wouldn't miss any who didn't make it out in time."

Spider-Man internally shuddered. No matter how ruthless he thought he'd become, there was some shred of the man he once was that recoiled at the thought of deliberately leaving people to die. He wouldn't have time to ruminate on that, as his spider-sense suddenly went off. "Trouble."

"Always ready," X-23 answered, unsheathing the claws in her hands.

As it turned out, a Sentinel guard had spotted some of the other X-Men and alerted his fellows to their presence. Of course, who should show up to do battle with X-23 and Spider-Man than Captain America and the CSA's new Spider-Man?

The other Spider-Man wore a liquid metal nanosheath designed similarly to the armor Peter Parker once wore when working with Tony Stark. However, the colors were very different; the suit was jet and blood instead of the garnet and gold that was Peter's costume. The red lenses staring out from the black mask of the CSA Spider-Man's costume created a demonic effect of sorts.

"X-23, Parker," Captain America greeted. "I honestly thought you two were dead."

"That's what you thought," X-23 retorted, claws out.

The two Spider-Men – Peter Parker and Owen Archer – sized each other up. Peter noticed that Owen resembled him in stature and physique, similar lean muscle and lithe build. The other web-slinger was probably just as agile and quick as Peter, but was he as strong as Peter? Was he as skilled? As experienced? That, they would find out soon.

"You have bombs planted all over this place," Captain America stated. "What do you intend to do?"

"You should be leaving," Peter retorted. "Those bombs could go off at any second once the signal's sent."

"I don't think so," Owen retorted. "You can't just blow stuff up to send a message."

"Why not?" Peter shrugged. "All the legitimate avenues of self-expression got cut off a long time ago to those who disagreed with the new order."

"Maybe they wouldn't have been if those people didn't insist on breaking the law," Captain America answered.

Peter snarled. "I knew Captain America, and you, _sir,_ are _no_ Captain America. Captain America died rather than be a tool of state-sponsored oppression. You're not Captain America. You're just a fake."

Captain America, having already heard that talk from Winter Soldier as the younger man beat him senseless, grew angry and threw his shield at Peter. The original Spider-Man caught the shield one-handedly and threw it back at Captain America, who dodged and retrieved it. X-23 lunged at Owen, slashing at him with her claws, but Owen dodged and grabbed her wrist, keeping his talons retracted so as not to hurt her unnecessarily. X-23's answer was to swing her leg up into a clawed kick, one that Owen barely dodged.

* * *

Meanwhile, Impetus and Fairbrook were about to give the other X-Men a hand when they were ambushed by Blitzkrieg and Warbird. Impetus and Blitzkrieg fought all over the facility, moving at extremely high speeds. Fairbrook and Warbird exchanged and dodged mountain-smashing blows.

Elsewhere in the facility, Synergy, Daybreak, and Sandstorm were confronted by Arcane, Iron Man, and Thor. "Come on, then!" Synergy snarled, his eyes glowing with repressed energy.

Iron Man aimed his repulsors at the three X-Men and fired. Synergy retaliated with optic blasts of his own. The two colliding forces struggled against each other, both pouring everything they had into their respective attacks. With an angry and desperate scream, Synergy fueled his optic blast with everything he had in him, pushing Iron Man back.

Synergy blinked. "Damn, I won't be able to see clearly for a while."

"Then link to me, and I will be your eyes," Daybreak offered.

Synergy used his telepathy to do exactly that and he could see through Daybreak's eyes. Thor blasted at the three X-Men with lightning, but Daybreak dodged each and every blast. Sandstorm popped the cork in the case on his back and used the outflow of sand to block the bolts. The intense heat of the lightning bolts turned his sand into glass, but Sandstorm was otherwise untouched.

With Arcane and Daybreak, it soon became a probability-warping contest, both combatants twisting the myriad possibilities this reality yielded as best they could to their advantage. Synergy joined in, adding his copied probability-warping abilities to Daybreak's more natural ones. As the trio twisted probability, Iron Man and Thor ganged up on Sandstorm, whose sand was defending him and attacking them at the same time. With probability shifting every which way, Iron Man's and Thor's attacks were sometimes successful and other times Sandstorm's moves were successful.

Sandstorm finally shot a tentacle of sand at Arcane, aiming to disable her, only for Iron Man to blast it apart. The sand scattered and re-formed, wrapping around Iron Man and trapping him in a cocoon of sand. "I could kill you right now. Just a thought, and that sand could crush you into nothing in an instant."

"Then do it, and quit talking about it," Iron Man retorted.

Thor shot a lightning bolt at Sandstorm, only for Sandstorm to block it with hardened sand. Sandstorm proceeded to thrust the sand barrier's pieces at Thor, only for Thor to blast them all apart. Of course, it turned out to be just a distraction so that Sandstorm could attack him up close. That turned out to be a mistake, as Thor punched him with enough force to shatter him. Yes, shatter, as he broke into pieces of hardened sand and those pieces broke apart into undifferentiated sand particles that engulfed Thor.

"What is this?!" Thor asked indignantly.

"Got you both," Sandstorm answered. "The Sandstorm you faced was a doppelganger made of hardened and colored sand."

However, with the probability twisting going on, Iron Man and Thor were able to break free and attack Sandstorm, who had his hands full defending himself from them. Of course, help soon arrived, in the form of a super-speeding Impetus who struck Iron Man and Thor like a rocket-powered grenade. Not stopping his run, he socked an unaware Arcane, disorienting her enough to give Daybreak and Synergy the advantage. With copied super-speed, Synergy attacked Iron Man and Thor alongside Impetus. Even Iron Man's armor's systems couldn't keep up with the high speed at which both X-Men moved.

"What about the other Avengers?" Daybreak asked.

"It'll take a while for Blitzkrieg to catch up with me, considering how badly I messed him up," Impetus answered cockily.

When the four X-Men made it to Fairbrook's position, they found Fairbrook and Warbird still fighting each other. They might have been more or less even, given their respective strength and speed advantages, but Warbird had the advantage of photonic blasts and Fairbrook had no energy projection abilities. As it was, Fairbrook was dodging Warbird's photonic blasts and Warbird was pouring on the energy attacks, hoping to keep Fairbrook at a distance.

"How about we give Fairbrook a hand?" Impetus whispered.

"That would be a good idea," Daybreak whispered back.

Impetus ran around Warbird in a high-speed circle, draining the ambient oxygen from her. Synergy joined Impetus in making the circle and the two formed concentric circles around Warbird, creating a vacuum with their powers. Just as they had almost had enough, a semi-recovered Blitzkrieg struck down both X-Men, giving Warbird some breathing room.

* * *

Elsewhere, it was Spider-Man versus Spider-Man and X-23 versus Captain America. Peter and Owen both shot webs at each other, Peter's coming from his wrists and Owen's coming from his forearms. Owen was able to keep up with Peter despite how fast Peter moved because Owen's vision was sharp enough for him to see fast-moving objects without blurring. Peter's spider-sense and reflexes enabled him to dodge Owen's attacks. X-23 and Captain America exchanged and evaded swift blows, X-23's "flavored" by her claws and Captain America's bolstered by his shield. Captain America was able to block X-23's attacks with his shield, but X-23's claws scratched the shield.

Suddenly, X-23 heard the trigger for the bombs over her communicator. A moment later, she heard Wireless's voice. "_X-23, I've activated the timers. You've got ten minutes to evacuate._"

"What about the inmates?" X-23 sub-vocalized into the communicator.

"_I used the bodyslide to transfer them to our underground. The crime-fighters are waiting for us, although they might have startled Arachne and Fearless. The criminals are in the prison, and the neutrals are in sanctuaries._"

"Can you bodyslide us out?"

"_Yes._"

"Do it. One-minute delay, just enough to let us warn the Avengers."

"_Sure._"

"In fifty-nine seconds, the X-Men will be out of here," X-23 said to Captain America, her claws still out. "In the less than nine minutes you have left, you should take your Avengers and the staff of this hellhole and leave. Otherwise . . . you go boom."

Captain America's eyes widened with shock. "This is a prison!"

"Exactly, not to mention that it doubles as a handy torture instrument for uncooperative supers," Peter rejoined from his battle with Owen, even as he grabbed one of the CSA web-slinger's waldos and held it in place. "What, you didn't ask what they did here? Or did you just assume that everything was aboveboard?"

"Enough yammering," X-23 said. "We're . . .

* * *

". . . out." She and the other X-Men, plus Peter, found themselves on the _Blackbird._ Wireless intently watched the monitor of Project: Pegasus, waiting to see if everyone was gone. Once he was sure they were all gone, he looked to X-23, who looked back at him. "Impetus, take the pilot's seat."

"Aye-aye, captain," Impetus joked, sitting in the pilot's seat and flying the _Blackbird_ away from Project: Pegasus, which exploded just two minutes later.

When the X-Men and the original Spider-Man returned to their headquarters, they split off to check on their newfound guests. Peter entered the headquarters to look for Audrey and Karin, finding them gazing warily at the assorted crime-fighters. He knew they could sense that the unlicensed crime-fighters weren't exactly dangerous to them, but all the same, it had to be a bit disconcerting.

"Who are the guests?" a costumed Audrey asked.

"Some pals we sprung out of Project: Pegasus," Peter replied.

"Where are the others?" Karin inquired.

"Checking up on our other escapees," Peter answered.

Peter looked at the black-and-silver liquid metal nanosheath covering Audrey's body. There was something suspicious about it to him, especially in light of his CSA counterpart's costume. The texture, the sheen of Audrey's costume reminded him of the CSA Spider-Man's costume . . . and its basis, the costume he had worn during his ill-fated friendship with Tony Stark. He had to know. He had to know for sure if the bastard was . . .

"Arachne," he spoke up.

"Yes, Spider-Man?"

"May I see you in private?"

"Sure." Arachne nodded her assent, while Karin shot him a warning glare filled with thoughts of injurious actions to be taken upon his person if Arachne was harmed in any way. Peter appreciated the sentiment, more so out of the love he knew it was rooted in than for whatever inconvenience it dealt him. God knew how protective he had been over his loved ones, while he'd _had_ loved ones to protect.

Peter took Arachne into his lab and shut the door, giving him the privacy to remove his mask. His eyes gazed deeply into the lenses of her mask, seeking her eyes through them. "Who made the costume you're wearing right now?"

Arachne hesitated from the chilling aura she felt coming from Peter, reflected in his tone and the look in his eyes. In the end, she confessed for two reasons. She confessed because she didn't want to lie to a man she once idolized. She confessed . . . maybe because his betrayal of her had wounded her, to the point that she wanted him to hurt as much as she had, as she still did.

Her voice was guttural and almost vicious when she answered. "Tony Stark."

Peter's reaction was one of shock, his eyes widening almost impossibly . . . and then narrowing as anger set in. His fists were clenched so tightly that his fingernails pierced his palms, making them bleed momentarily. "_Stark?_ _Tony Stark?_ You went . . . to _him_ for a new costume?"

The betrayed feeling in his tone was perfectly apparent to Arachne, and a dark part of her psyche enjoyed it. _Ha, ha. How does it feel, Petey?_

"What were you thinking?" Peter asked. Continuing on in acid tones, "Stark is a liar, a manipulator, a user. Does he have you thinking that he's sincere, that he wants to make amends for the nightmare he helped usher in? He does that, you know. He's very charming, especially to naïve young girls like you. You're probably half in love with him already without even knowing it. But he'll use you up and when it's over . . . oh, it's over. It's over and there's nothing left of you, just some thing that's hopelessly broken by him."

* * *

Arachne shoved past him, leaving the lab, although something in his tone, in his words, stung her. She briefly looked at Karin, who picked up on her feelings and intentions and followed her out of the headquarters. Once out, Arachne ran for Karin's motorcycle, Karin following to the best of her ability. She could see Arachne just fine, darkness or light; it was keeping up with her that was the challenge.

"What happened?" Karin asked.

"He knows," Arachne replied, her suit shifting into the clothes she'd been wearing before. "He knows that Stark made my suit. He said . . . he said Stark was trying to seduce me!"

Karin had already overheard, but hearing it from Audrey's own mouth made her even more furious. _How dare he? How #$#& dare he?!_ She simply pulled Audrey closer to her, hugging her tightly. It was different from the intimate embrace they had so recently enjoyed, but right now, it was what Audrey needed.

* * *

End Notes: Now's a good point to end it on. My Knights chapters have been longer as of late, compared to the Initiative chapters, but that's because I had more to go on. With the major plot points already taken care of in this chapter, and the seeds of others laid, there's really little more I can do without stretching this out beyond what's reasonable. Thus, I end it here.

The X-Men blew up a prison (granted, one that was engaged in unethical practices toward its superhuman inmates). Peter met the CSA-sponsored newbie using his name and reminiscent powers and discovered that the Knights are being bankrolled by none other than Tony Stark. What will he do now and will Audrey forgive him for this latest indignity visited upon her by him? And what about the escapees from Project: Pegasus? Will the X-Men have cause to regret their actions in this chapter? For the answers to those questions and others, wait for the next chapter and let me know what you thought of this one.


	5. The Ghost Rider and the Sorcerer Supreme

"Marvel: Tomorrow Knights"

Chapter 5: "The Ghost Rider and  
the Sorcerer Supreme"

Disclaimer: The characters depicted here are either characters created by Marvel Comics or derived from characters created by Marvel Comics. About the only thing I purely own is the idea for this story, and even that was inspired by something Marvel did (Civil War). By the way, I don't make money off this story, either; just grim satisfaction that someone's reading this.

Author's note: You've seen many future incarnations of heroes already existing in the Marvel Universe, but . . . have you seen the Spirit of Vengeance and the Sorcerer Supreme of the future yet? I didn't think so, and now it is your opportunity to meet them. Why are they here? How did they come to be? And what happens when their paths cross with the main heroes of this piece? For the answers to those questions and others, read on.

* * *

The final ball sank into the upper-left corner pocket of the pool table. A lissome young woman in black leather rose from her bent position over the pool table, holding the cue stick triumphantly. She wore her honey-brown locks tied back in a ponytail and light green eyes glittered with conquest. She pointed the cue stick at the burly bald man in the biker jacket, whose buddies were looking at him with shock and a little bit of disappointment.

"Pay up."

The bald biker glared at the young woman. "Why the f$& should I?"

"We had a wager. You lost. Therefore, you pay."

"You tricked me, you little c&!" The bald biker was irate, as were his buddies. The young woman could tell by the light in their eyes that they were anticipating beating her into submission. It went without saying that she wasn't intent on letting that happen. Fortunately for her, the jerks were all drunk and drunken people generally didn't fight very well, no matter what all those "Drunken Fist" martial arts films would tell an unwary viewer.

It went without saying that the young woman handed them their rear ends on a silver platter. Of course, she was taking advantage of their sluggish movements and reactions; she was respectable at street fighting, but not so much so that she could take on several men at once. That was what her . . . _other_ was there for, and she didn't feel like calling on that aspect of herself. Not for these guys.

The young woman reached into the bald biker's pocket and withdrew his wallet, opening it to find it bloated with twenty- and ten-dollar bills. She withdrew the amount they had wagered in their game and pocketed it. Most people would call this stealing, but for Charlotte Blaze, Charlie to what few friends she still had, it was just taking what she was owed.

She walked out of the bar, quieting the rumbling within her soul that demanded more. More blood, more violence. It wasn't the time for that just yet, she said to herself as she straddled her motorcycle. She donned her helmet and started the bike, revving it up and riding away. She had to get back to her hotel, as she had a show to put on tomorrow and she needed rest.

As she rode through the back streets of the city, she felt the rumbling within her grow into a roar. Innocent blood had been spilled once again. Vengeance was the order of the night now. She let the roar inside her soul guide her, feeling the demonic flames burn inside her, slowly searing away her flesh and revealing the demon underneath.

* * *

The next day was an ordinary day for the students of Midtown High, excepting Audrey Hopkins and Karin Kusanagi. Jenna Albrecht and Troy Castro were also excepted from that, as they were both trying to cope with Audrey and Karin being a couple. Neither one bore any ill will toward the two girls, but it was still stunning to deal with, as both had harbored an interest in Audrey that went beyond mere friendship.

Now it was just them. Just Jenna and Troy with their dashed hopes and the happy lesbian couple just basking in each other's body heat. Life could be a real drag sometimes, couldn't it?

On the upside, Jenna noted, Audrey seemed to be more self-assured than before. Instead of the loose, baggy clothing she preferred to wear, she was garbed in a white half-jacket over a black cami top and white pants that stopped an inch or two below the knee. Her hair was somewhere between frizz and curl and her posture and eyes were more confident than before. Jenna had to thank Karin, if indeed it was Karin that was responsible for this change in Audrey.

"How was detention?" Troy asked idly.

"Horrible," Audrey replied. "I never want to go back there."

"Then don't try to sex it up with Karin in the janitor's closet again," Jenna quipped.

"Are you mad at me?" Audrey asked softly. "For not telling you sooner about me and Karin?"

"Honestly, yes. I deserve better than to find out about your first girlfriend from the school gossip mill." Jenna was in a huff, but catching the stunned look in Audrey's eyes made her back down a little. "I'm sorry. I didn't mean to snap like that."

Audrey gently touched Jenna's hand from across the lunch table. "It's all right. You're right, you deserved better than to find out like that. It's just that I wasn't ready yet."

"To admit you were into girls?" Jenna's eyebrow had arched in slight amusement.

"Something like that, but then boys never interested me much. They just didn't seem as exciting to me as heroes like Spider-Man and Captain America."

"Speaking of Spider-Man, did you hear?" Troy asked. "They have a new one on the Avengers."

"Really?" Audrey asked, feigning surprise.

"Yeah." Troy ran a hand through his hair.

"They're getting all the good heroes, aren't they?" Karin grumbled. "Taking their names and powers, giving them to some tool . . ."

"You're not a fan of registration, are you?" Troy remarked.

"I believe in voluntary enlistment, not in forced conscription."

"Nice slogan."

Karin grunted a chuckle.

"In other news, Charlotte Blaze is in town," Jenna cut in.

"Who's she?" Audrey asked.

"Only the hottest woman to ever straddle a motocross bike." Jenna's tone was sardonic, but the light in her eyes said she was serious.

"Motocross?"

"It's basically motorcycle races, but on dirt tracks with bikes with tires designed for the dirt," Troy explained.

"She's not a motocross racer; she's a motocross stunt biker," Jenna corrected.

"You wanna see her?" Audrey asked.

"I got tickets." Jenna grinned. "Two. For me and _one more . . ._" The light in her eyes as she looked at Audrey suggested very clearly what she meant by "one more."

"Sounds good to me," Audrey replied, even as she looked hesitantly at Karin.

Jenna threw up her hands in exasperation. "You don't need to ask her permission. It's not like she's your lord and mistress." She bit her lip to stifle the growl that came from the sudden mental image of Audrey wearing a collar and leash and Karin holding the leash. She didn't know whether to be shocked at herself for thinking like that or to be turned on by that particular image.

"She's right," Karin said to Audrey. "You don't need my permission. We don't need to be around each other constantly." She looped her pinky finger around Audrey's. "Just remember this, and you'll be fine, no matter how far away we are from each other."

* * *

Thus it was that Audrey found herself, that Friday late afternoon, with Jenna in the arena where the motocross stunt exhibit was taking place. The two girls sat in a pair of seats situated in the middle of the audience seating area, close enough to get a good view of the action, yet far enough away not to get hurt too badly if something should go wrong. They waited with bated breath, Audrey wanting to see what the big deal was about Charlotte Blaze and Jenna looking forward to seeing the illustrious Ms. Blaze in action.

Finally, the announcer shouted into the microphone, "_All right, everyone, give it up for Charlotte Blaze!_"

The crowd went wild, Jenna included, as a young woman in hunter-green motocross gear walked her dirt bike to the starting point. The helmet hung on one of the handlebars, allowing her face to be seen. It was an attractive face, not especially beautiful, but pleasant enough to meet most men's standards. Her hair was a honeyed brown and tied back in a ponytail with a few stray strands hanging in her face.

When Audrey saw her, she felt her spider-sense shift her perception of time slowly. Everything seemed to move a little slower, a little more sluggishly. _Why is she setting off my spider-sense?_ Audrey wondered.

"Hey!" Jenna's voice shouted over the din, Audrey's spider-sense making the single word drag out.

"Yeah?!" Audrey shouted over the din.

"_Isn't she awesome?!_"

"I haven't seen anything yet!"

Jenna laughed throatily. "You will!"

Charlotte donned her motocross helmet and started her bike. She revved it up, cranked the throttle, and rode up the ramp, launching herself off at its end and sailing through the air. The crowd watched in awe as she jumped off her dirt bike and performed a forward somersault, overshooting the bike. As she plummeted toward the opposite ramp, she reached up and grabbed the handlebars of the bike, flipping up and onto the seat. She landed on the opposite ramp and rode down to yet another successful stunt, much to the adulation of the crowd and the relief of Audrey.

"How did she do that?!" Audrey asked. "She could have been killed!"

"She does that stuff _all the time,_ Audrey!" Jenna shouted over the din of the crowd. "It's how she makes a living!"

"Who'd want to make a living doing crazy things like that?!"

"It's all about agility, coordination, and timing! Spider-Man swung from skyscrapers all the time and he never got hurt!"

_Good point,_ Audrey silently conceded. Still, something about Charlotte made her uneasy. She didn't know what it was, exactly, and they were going to have to wait until the show was over. At that point, the stunt bikers would be signing autographs. No doubt Jenna was looking forward to getting Charlotte's.

The girls sat through the rest of the show until its conclusion. Following its conclusion, they stood from their seats and exited the audience seating area to make their way to the autograph signing booth. It took them a long time, but they were finally standing before Charlotte Blaze. Jenna was practically giddy with delight, while Audrey hung slightly behind her, a little more reserved.

"Couple?" Charlotte surmised, her voice sounding like velvet over gravel.

"Uh, no," Audrey replied, a little too quickly. "Just friends."

Jenna brushed it off, looking at Charlotte. "I'm a big fan and I really, really love your work!"

"Uh-huh, and you brought your not-girlfriend to induct her into your 'We Love Charlie Blaze' Society." Charlotte's tone was one of gentle, almost loving sarcasm.

Jenna pulled out a model motorcycle, large enough for an average-sized action figure to straddle. "Could you sign this for me?"

Charlotte pulled out a laser pen and used it to etch her signature into the model motorcycle's red chassis. "Cool bike." She handed it back to Jenna, placing it directly in her hand.

Jenna shuddered from the momentary physical contact. "Thanks."

Charlotte grinned. "No problem. Your not-girlfriend want one, too?"

"Why not?" Audrey answered, subsequently getting an autograph from Charlotte. Still, the uneasy feeling remained; why would Charlotte set off Audrey's spider-sense if she was completely on the up-and-up?

* * *

Later on, Audrey was catching up with her studies in the clock tower the Knights used as their headquarters. She was in full costume, minus the mask. Karin was in costume but sans mask as well, while the others maintained full costumes. Audrey noticed Karin watching her out of the corner of her eye somewhat jealously.

"What's wrong?" Audrey asked.

"Jenna has feelings for you," Karin replied.

"Who's Jenna?" Nightshade asked.

"A friend of mine from school," Audrey replied. "Who, according to Karin, wants to be more than friends."

"Love triangles," Iron Cage grumbled. "What a drag."

"Uh-huh." Iron Fist shrugged in agreement. "It's a pain when you have two people in love with you."

"What's so wrong with Jenna having feelings for me?" Audrey asked. "It's not like I'm going to leave you for her."

"She's not exactly going out of her way to respect our relationship," Karin snarled.

"How do you know that?"

"I can read it in her body language. She wants you, and she's mad at me for 'stealing' you away."

Audrey sighed. "Ok, but you're getting a little bent out of shape over this, Karin."

"Boundaries, Audrey. Boundaries. She has no sense of that word when it comes to you."

"Somebody's jealous," Artemis intoned in a teasing lilt.

Karin glared at the red-clad ninja. "Like you wouldn't be if someone started sniffing around Tetsu."

Tetsu, otherwise known as Tsukikishi, just looked up at Artemis in carefully masked surprise. "Huh."

"We're just friends," Artemis stated.

"Uh-huh," Tetsu agreed lowly.

Karin scoffed at both Tetsu and Artemis and resumed her silent guard over Audrey. After a few minutes, she spoke. "How was the exhibit?"

"It was great," Audrey replied. "Got to meet Charlotte Blaze, and there was something off about her."

"What do you mean?" Karin leaned in, listening more intently.

"She set off my spider-sense."

"Then we'd better check her out," Iron Cage said.

Audrey put down her schoolwork and accessed the Knights' computer system, looking for Charlotte Blaze's current address. It wouldn't be listed in a public database, so as to ensure the stunt rider's privacy, but it would be somewhere. Audrey's fingers flew over the keyboard, managing to succeed in hacking the city database for Charlotte's present address.

"She's staying at the Lincoln Hotel, sixth floor, Room 66."

"Sixth floor, Room 66 . . ." Nightshade repeated. "Doesn't that sound like 666?"

"Yeah, what of it?" Karin asked.

"666 is the number of the Beast," Nightshade answered. She rolled her eyes. "I'm not much of a Catholic these days, but those old classes never quite go away."

"Let's see if we can check her out," Audrey said, willing her mask to cover her face. Karin donned her facemask, completing the transition from unassuming schoolgirl to fearsome superhero.

"You want us to come with?" Winter Soldier asked.

"Not really," Arachne replied.

"Just keep track of the city for now," Fearless ordered.

"Sure," Winter Soldier answered.

* * *

Arachne traveled by web-line to Lincoln Hotel, while Fearless rode her motorcycle through the city streets. As Fearless rode, she could smell burning asphalt and unearthly fire. Up ahead, she saw a bright spot of flame coming closer to her. From the air, Arachne saw the flame blazing down the road. She used the visual amplifiers in her mask to zoom in on the flame. As it turned out, it wasn't just flame; it was a hellishly sculpted motorcycle with burning wheels ridden by what appeared to be a demonic biker with a flaming skull.

"What the hell?" Arachne wondered.

Fearless saw the flame-skulled biker, too, and performed a tight U-turn to follow her. Yes, her, because the biker appeared to have the contours of a female humanoid. Above them, Arachne somersaulted and twisted backward, firing a web-line to reverse direction so she could follow Fearless and the demonic biker. Both girls were traveling quite fast, but the demonic biker seemed to be even faster. Adding to this was the asphalt that the motorcycle's flaming wheels were grinding up and spewing in its slipstream, obscuring Fearless's vision. Fortunately, Arachne suffered no such impediment and continued to follow the biker.

Of course, the demonic biker soon attracted the attention of the Superhuman Restraint Unit, who came after her on their own motorcycles. Flying above them were SHRU hovercrafts, which did their utmost to keep a bead on the demonic biker. Of course, they also spotted Fearless and Arachne and were thus pursuing them as well.

The demonic biker performed a tight U-turn and zoomed toward the SHRU bikers. She removed a length of chain from around her torso and threw it into the air, the chain links separating and brutally peppering the SHRU bikes. The bikes' riders threw themselves off their motorcycles to avoid being severely injured in the ensuing crashes. The SHRU hovercrafts opened fire on the demonic biker, who effortlessly dodged their fire.

"**Do not deter me from my vengeance,**" she spoke, in a voice that sounded like a lion's growl in words. The separated chain links launched themselves at the SHRU hovercrafts, striking the gun turrets or the power cores. The damage to the power cores caused some of the hovercrafts to plummet.

"No . . ." Arachne murmured. She spun a giant web-net between the skyscrapers, hoping against hope that it would be strong enough to hold the hovercrafts.

"**I warned you,**" the demonic biker hissed, riding away.

"She's not getting away with this," Fearless snarled, riding after the demonic biker. Once Arachne was certain the SHRU officers in the fallen hovercrafts were safe, she followed Fearless in pursuing the demonic biker. When Arachne wagered she was close enough, she launched herself off her web-line and somersaulted forward, descending upon the demonic biker's motorcycle. She managed to land on the backseat of the motorcycle, only to be chilled by the flames.

"What do you think you're doing?!" Arachne shouted.

"**You were not burned by my flames,**" the demonic biker snarled. "**Your soul is pure.**"

"My soul's got nothing to do with this! Now what do you think you're doing?!"

"**Vengeance. Vengeance for the innocent blood that has been shed this night.**"

Arachne was indignant. "What about those cops? You could have killed them!"

The demonic biker looked back at Arachne, empty eye sockets glaring into teardrop-like silver lenses. "**They were not innocent. Their hands are stained with the blood of those they delivered into the hands of legitimized evildoers.**"

"That doesn't mean you kill them!" Arachne shouted back.

"**They were not my goal. They were simply in my way. If they were my goal, they would have been burned in the fires of their own sins.**"

"Then what is your goal?" Arachne asked.

The motorcycle suddenly stopped, just as Arachne's spider-sense went berserk, her sense of time alternately speeding up and slowing down. The demonic biker removed herself from her motorcycle and the separated links of her chain reunited, wrapping around her torso. "**Show yourself, spawn of perdition.**"

"_Hello, Ghost Rider,_" a hissing voice greeted, a man-shaped figure jumping out the sixth-story window of the building in front of which the demonic biker had parked herself. The figure landed, unharmed, on the ground and rose, molten cracks around his eyes and sprouting from the corners of his lips.

"**You're starting to burn out that body, aren't you?**" Ghost Rider mocked.

"_I've still got enough time to take you out of the picture. You and the tasty morsels you've brought._" The creature that walked in the shape of a man snickered cruelly as he looked at Arachne and Fearless. "_I know! Maybe I'll have my fun with one of you little darlings and take _your_ body!_"

"No chance," Arachne retorted, firing impact webbing at the demon. The webbing pellets exploded into a sticky cocoon that trapped the demon. Unfortunately for her, the webbing melted away, revealing an even more visibly demonic figure than before. The molten cracks around his eyes and lips had spread to form a pattern covering the entirety of his face. Similar cracks formed on his neck and on his hands.

Fearless withdrew one of her batons and extended the whip-blade, slashing at the demon from a distance. The demon caught the slicing energy line and channeled flame through it as though it were a physical instrument. Fearless cried out as the flame burned deeper than her body, leaving her almost catatonic if not for her strength of will.

Ghost Rider lashed at the demon with her chain, but the demon dodged and lunged for Arachne. Angry at what had been done to Fearless, Arachne kicked the demon in mid-lunge, sending him flying back a good distance. The demon rolled and sprang onto his feet, generating fire in his hands and throwing it at Arachne and Ghost Rider. Arachne dodged, while Ghost Rider shielded herself with a wall of fire. She dropped the wall and lunged for the demon, only for the demon to grab her wrist and throw her down to the ground.

Suddenly, the demon whirled to catch an energy cable thrown at him by Fearless. However, turning his attention to the facemask-wearing girl had diverted his attention from Ghost Rider, enough for Ghost Rider to grab him by the throat and slam him to the ground.

"**Burn,**" she snarled, looking into the demon's now-molten eyes with her eye sockets. The demon cried out in agony and burned away inside his host, which had the unfortunate side effect of hollowing out his host's body. The host body went limp, completely unmoving.

"What happened to him?" Arachne asked.

"He's as close as you can get to dead without actually being dead or undead," Fearless replied. "His body is operating on muscle memory alone; there's no mind in the driver's seat."

Arachne looked at Ghost Rider with horror. "What did you do to him?"

Ghost Rider looked at Arachne. "**I burned the demon out of him.**"

"But he's practically brain-dead!"

"**A necessary evil. I have already done this to 127 others before him. Now, there are 538 more to go.**" The Ghost Rider straddled her motorcycle and revved it up. "**If you wish to live, do not interfere.**" With that ominous warning, the demonic biker rode away, her flaming tires melting, burning, and grinding up the asphalt in her path.

"Come on," Fearless said. "We'd better get this poor son of a bitch to the hospital."

As they went to the hospital, Arachne asked, "Don't you find it a weird coincidence that we were on our way to scope out Charlotte Blaze and then this Ghost Rider creature showed up?"

"What are you thinking?" Fearless asked.

"Do you think . . ." Arachne paused, considering that possibility. "Stranger things have happened. And anything's possible when dealing with the paranormal."

"Yes."

* * *

Meanwhile, the Ghost Rider stopped in front of a rundown inner-city movie theater. She got off the motorcycle and walked into the abandoned movie theater, the inside resembling an ornate cathedral. As it was, its exterior was but an illusion erected by its caster to ensure his privacy, the caster himself acknowledging the Ghost Rider's arrival with a gruff "hi."

The Ghost Rider began to change, her body slightly lessening in height and curvature. The flames around her skull died down as muscle and flesh began to reconstitute around it. Honey-brown hair sprouted from her head, growing to waist-length. Her face was almost complete, the lips forming around the mouth and the nose's arch completing itself. Finally, eyeballs with white sclera and turquoise irises formed in her eye sockets.

"Hi, baby," Charlotte Blaze greeted.

"How much time do you have?" the man, garbed in an open black robe over blue-and-black clothes, asked.

"There're still so many of them . . . and you and I . . . we don't have that much time left," Charlotte replied.

"How much?" the man insisted.

"Three years, at best," Charlotte conceded. "At worst, eighteen months."

The man groaned, running a hand through his dark brown locks. "I swore when I took this job over from my dad, I wasn't going to let things get this far. Some Sorcerer Supreme I turned out to be."

Charlotte gently placed a hand on the man's shoulder. "Don't worry, Surgeon. You're still all the Supreme _I_ need."

The Surgeon chuckled, sarcasm overlaid by gratitude. "Thanks, Charles."

"You're welcome." Charlotte gently punched him in the arm. "And don't call me Charles."

"Fine, then." The Surgeon smirked. "_Charles._"

* * *

End Notes: There we go, the end of the first chapter of the Marvel: Tomorrow series to explicitly refer to magic. Thus, you have the Ghost Rider and you have the Sorcerer Supreme. I'm sorry I took so much time on the Rider that the Surgeon got only a cameo. Anyway, if you ask kindly enough (or enough, period), I might revisit these characters somewhere down along the line. Plus, I will definitely revisit the Karin/Audrey/Jenna triangle; it's not over yet with these girls. In the meantime, some nice little droplets of feedback – at least that – wouldn't hurt.


	6. The Even Newer Warriors

"Marvel: Tomorrow Knights"

Chapter 6: "The Even Newer Warriors"

Disclaimer: The universe in which this story takes place is my idea of what the future of the Marvel Universe looks like. As this is all extrapolated from existing concepts created by Marvel Comics, it technically belongs to Marvel, with me owning only the idea for this particular story. By the way, I make no profit whatsoever from this story.

Author's note: With the various unregistered superheroes set loose by the X-Men in chapter 4 of this story, you'd think at least some of them would crop up to fight crime here in good old NYC, right? Right. In that event, it's time I introduced you to the New Warriors of the Marvel: Tomorrow series, several of whom have taken names known to those who are familiar with Spider-Man's 40-plus-year canon. Shall I tell you who they are now . . . ? No, no, better I tell you in the process of telling the story. Read on.

* * *

A bulldozer of a man charged at the bank vault door, easily punching through it with his momentum and strength. He moved aside, revealing that he was a shirtless man wearing a metal helmet and shoulder mantle that both looked as though they'd been bolted onto him. Three others stepped in, each broad-shouldered and looking ready for trouble. One of the three was a blond man garbed in a dark red-and-tarnished silver jumpsuit, another was a black man garbed in dark forest green and silver, and the third (and apparent leader of the bunch) was largely in black with purple bracers, boots, and bandana mask.

"All right," the black-and-purple-clad one said. "It's time to . . ."

He was cut off by an almost-invisible blur of motion that clipped him hard. The black-and-purple one, known as the Wrecker, threw his crowbar at the motion blur, which simply seemed to deflect the crowbar back at him. The man in green and silver, known as Thunderball, launched a heavy ball on a chain at the motion blur, only for the blur to be far out of target range in a second. The man in dark red and silver, known as Piledriver, charged the motion blur, only for the blur to hop over him and strike him in the back; Piledriver's own momentum sent him crashing into the far wall. The helmeted one, known as Bulldozer, rushed in for a headlong attack, only to be taken down in the same way Piledriver was.

Spider webbing materialized around the downed two, leaving the other two to attempt to escape, only to be blocked by another materializing spider web. "Hey, boys . . ." a taunting female voice greeted, prompting Wrecker and Thunderball to look up and see a shadowy woman hanging upside down from the ceiling above them.

"Spider-Woman!" Wrecker yelled.

"No, no," the spider-like woman answered. "It's Archaeida."

"I don't care what your name is, bitch!" Wrecker yelled. "Come down here so we can kill you properly!"

"Bad idea to web up your only escape route," Thunderball remarked.

Archaeida chuckled. "I'm not trapped with you. You're trapped with me."

"Wanna back up those words?" Thunderball challenged.

Archaeida jumped down from the ceiling and kicked down both men with superhuman alacrity. Wrecker got up first and attempted to charge at her, but Archaeida materialized a thick web between his calves, causing him to collapse on his face. Another materializing web pinned him to the ground. Thunderball threw his ball-and-chain at Archaeida again, but Archaeida – seemingly without looking – caught the ball, which immediately stopped when she touched it. She materialized a spider web that trapped Thunderball as well.

Archaeida dematerialized the web that she had used to trap the Wrecking Crew inside and walked out of the vault. A young man wearing fire goggles and an insulated costume walked by her and nodded in her direction. Archaeida smiled beneath her mask. "Do your thing."

"Yeah," the fire-goggled young man, known as Incendiary, responded. He seared a symbol into the floor and walked away behind Archaeida, forcing his eyes to stay at shoulder level.

* * *

Morning came and Audrey got a phone call from Karin. "Hey."

"_See the news?_" Karin asked.

"Not yet. Why?"

"_Turn it on and you'll see what I'm talking about._"

Audrey threw on a robe and went downstairs to the living room to turn on the television set there. She flipped to one of the news stations and saw the reporter standing inside a bank. The wide-open vault was cordoned off by a police-issue energy barrier, but Audrey vaguely spotted something on the floor that looked like a symbol. She barely heard the reporter talking, but something he said took root in her mind.

". . . New Warriors . . ."

Audrey blinked. _New Warriors? I thought they got taken down a long time ago._

"Audrey, what are you watching?" Mrs. Hopkins asked.

"Just the news, Mom," Audrey replied with an ease she didn't really feel.

"Ok, just get dressed and get your breakfast real quick," Mrs. Hopkins said. "You ought to eat more than just toast."

"Sure, Mom." Audrey turned off the television set and jogged upstairs to get herself dressed. It was pretty hot, so she went for a pair of loose blue denim shorts, albeit cinched tight at the waist, and a sleeveless V-neck shirt. She donned a pair of ankle socks and running shoes, along with a pair of sweatbands on her wrists, and brushed her hair into an artful blend of frizz and curls. She threw her backpack onto her shoulders and went downstairs to join her parents for breakfast.

"How's the job going so far?" she asked her mother.

Mrs. Hopkins answered, "It's going quite well. The people working with and under me are pretty good. I just wish I could spend a little more time with you."

"That's all right," Audrey said.

"How's school going?" Mr. Hopkins inquired.

"Going well," Audrey replied. "I'm looking forward to graduation."

"You think you're ready for ESU?"

"Yeah."

"Living in the dorms?" Mrs. Hopkins asked.

"Jenna, Karin, and I are gonna be sharing an apartment," Audrey replied.

"Sounds all right," Mrs. Hopkins said. "Just don't get into any trouble over there. You're still too young and impressionable for the bars."

Audrey chuckled. "Not going to any bars. What's the point of getting yourself drunk? You'll just wake up in the morning with a headache and a strange guy in your bed."

"Or strange girl?" Mr. Hopkins suggested, wagging his eyebrows.

"Dad!" Audrey exclaimed in mock offense.

* * *

Later on, when Audrey reached Midtown High, Karin greeted her with a subdued embrace. Carefully making sure that there were no prying eyes in the vicinity, Karin kissed Audrey, who hummed gently into the kiss. "Morning," Karin whispered upon breaking the kiss.

"Morning," Audrey answered.

Karin wore her standard motorcycle jacket over dark clothes, a navy shirt and tight denim pants with black combat boots. Her hair was cut short and slightly messy on one side and extended to a little past her chin on the other side. The long side of Karin's hair obscured her eye slightly, adding a touch of womanly allure to the teenager's features. She smiled softly at Audrey, her lips looking very kissable to the younger girl.

Then some ignoramus had to show up and ruin the moment. "Hey, mind giving me a little demonstration of your affection?" the sleazy jerk asked.

Karin's answer was a baleful glare, one complemented by Audrey's. The combined force of their shared disgust with the sleaze made said sleaze flee for his life. Karin sighed bitterly. "Maybe I ought not to kiss you on school grounds."

"Let's just get to class," Audrey said, "before some other jackass shows up."

* * *

Lunchtime came around a few periods later and Audrey, Jenna, Karin, and Troy were sitting together as had become somewhat customary for them. Troy was staring at Audrey almost forlornly, while Karin was shooting jealous glares at Jenna and Jenna was retaliating with equally jealous glares. Audrey just sat there, not sure of how to take in all this.

Finally, Audrey spoke. "Will you stop glaring at each other?"

"She wants you for herself," Karin spat angrily.

"Like you don't want her all for yourself," Jenna retorted.

"She's my girlfriend," Karin answered coldly. "Deal with it."

"I knew her long before you did," Jenna responded. "You just stalked her."

Karin let out a hissing breath. "Sorry I happen to be more charming than you."

"You –" Jenna was about to lunge over the table at Karin, but Audrey used a single arm to hold her back.

"Stop it, both of you," Audrey said. "Don't make me choose. Don't."

"She's right, you know," Troy interjected. "You're both being immensely selfish right now."

Jenna glared at Troy. "And you just want Audrey for yourself, don't you? Play the sweet, considerate boy next door and sweep Audrey off her feet, right?"

"It's not like that," Troy said, slightly stunned by what Jenna had just asserted.

"Isn't it?" Jenna asked acidly.

"That's enough," Audrey cut in softly. "All of you. Don't make me choose between you, because . . . I love you all. I just love you differently, that's all."

The other three simply slumped, their will to fight draining away. "Why . . . do you love her?" Jenna asked wanly.

"If I told you that, I would have to tell you a secret and I can't tell you that," Audrey replied.

"I'll live with that," Jenna murmured.

* * *

After the school day finished, Audrey and Karin went to Audrey's house. Once there, the girls went into the living room and put down their backpacks. They sat down on the sofa, Audrey scooting closer to Karin, who turned her head to look at the younger girl. Karin leaned closer to Audrey and kissed her, Audrey kissing back fervently. Karin gently laid Audrey back on the sofa as they kissed, Audrey's hand running through Karin's asymmetrical locks.

After several minutes, Karin stopped kissing Audrey. "Hey . . . we need to talk."

"About?"

"I took a little detour to the bank where the Wrecking Crew got busted and I saw the symbol that was burned onto the floor. It was the New Warriors' symbol."

"New Warriors?"

"Yeah. They're back. From the reports, it sounds like a speedster, another Spider, and a pyrokinetic."

"Another Spider? I'm starting to feel redundant."

"Don't be." Karin chuckled. "You're my Spider. You'll always be meaningful and special to me."

"I didn't know you were such a sap." Audrey gave Karin a very small push. Of course, very small for Audrey meant rocking Karin slightly.

"You're the only one who's gotten to see me like this," Karin admitted with a slight blush.

"Really?" Audrey asked puckishly. "What would it take to get the kinder, gentler, softer Karin out more often?"

"I'll show you in due time." Just then, Karin heard the door begin to open. So did Audrey, and both girls moved with superhuman quickness, sitting with respectful distance from each other just as the door opened.

"Hey, no need to let me interrupt the good times," Kaye greeted tauntingly.

"Kaye!" Audrey greeted with an irritated flush of her cheeks. "We weren't doing anything!"

"Sure, sure," Kaye answered airily. "Hey, Karin. Nice haircut. And biker chic really works for you. You carry it well."

"Thanks," Karin answered. "And what did you mean about 'good times'?"

"You two were getting a little hot and heavy, weren't you?" Kaye intimated.

Karin scoffed. "You caught us. You utterly ruined my charade of being a sweet, upstanding young bisexual girl. The truth is that I'm aiming to convert Audrey –" she draped one arm suggestively around Audrey "– to the dark side of the Sapphic Force. She will be inducted in all the depraved and perverse pleasures I have to offer!"

Kaye's eyes bugged out. "You're kidding. Right? Right?"

Karin smiled slowly. "Yes . . ." Her voice dragged out in a slow, sensuous purr.

"If you're flirting with me, you should know that I'm too old for you," Kaye answered. "And aren't you being a little over the top?"

"That's the fun part," Karin said, busting out into laughter. Audrey soon began laughing with her and was soon joined by Kaye. The three girls just hung onto whatever was available, either themselves or each other, as they giggled and chortled almost madly.

When Audrey recovered from the laughing fit, she looked up at her older sister. "What brings you here?"

"The academic year finished," Kaye replied. "I'm gonna be hanging around here for a while, and then I might see about getting a place of my own for the next two years."

"That's great," Audrey replied. That was what her mouth said. Her mind was another story. _Damn it. It's gonna be a lot harder for me to get out of the house for Knight missions if my parents ask her to watch over me while they're busy working or having couple time._

"So how's life on the other side of the tracks?" Kaye asked. "Lilith Fair? Downloads of _L Word_ episodes?"

Audrey scoffed. "We're not that stereotypical. We mostly do the same stuff straight couples in high school do. Have study dates. Occasionally make out during said study dates. Go see movies together. Speaking of movies, they're adapting the biography of Steve Rogers."

"Sounds great."

* * *

In Stark-Kurosaki Tower, the Avengers were all pondering the latest piece of news. "This completely bites," Brandon, the human form of the Hulk, said.

"What? The fact that we got thrashed by a bunch of kids?" Toshiro, the unarmored Iron Man, prompted. "The fact that the X-Men blew up Project: Pegasus? The fact that now there are more unlicensed supers running loose in the city, let alone the country?"

"Speaking of Project: Pegasus, just what was going on in there?" Bobby, the civilian-garbed Captain America, asked. "It wasn't anything they didn't consent to, right?"

"Does it matter, Stevens?" Gyrich asked. "If we can protect our country from the threat unregistered superhumans present, does it really matter how?"

"Damn straight it does!" Bobby exploded. "We might be doing the right thing, but that doesn't mean we run roughshod over the people who don't or won't! They're human beings, augmented or not, and they deserve to be treated as such!"

"You're softhearted," Gyrich grumbled. "Like the original, not that I had the pleasure of meeting him; he was long dead when I came in."

"I think Bobby has a point," Cara, the unmasked Warbird, said.

"Really?" Gyrich sneered. "And what point would that be, Warbird?"

"That we can't treat prisoners as less than human, or else we dirty ourselves," Cara replied evenly, although she was resisting the urge to punch Gyrich as hard as she possibly could without killing him. She'd still shatter his jaw and knock out most of his teeth in all likelihood, but he'd probably live.

"Superheroes," Gyrich groused. "You're supposed to be soldiers. Soldiers do whatever it takes to win the war, to protect their country."

"What was going on in there?" Bobby asked.

"Classified," Gyrich replied grumpily. "Classified, and that's all you need to know. Now, until you're ready to stop playing bleeding-heart commie bastard and remember that you're Captain _America,_ I'm gonna busy myself with administrative duties." He walked out with hardly another word, leaving the Avengers by themselves.

"Is he always like this?" Owen Archer, the federal-issued variant of Spider-Man, asked.

"Yeah, he's always a prick," Toshiro grumbled.

"Why do you guys work for him if you dislike him that much?" Owen asked.

"Chain of command, Owen," Blaise Jansen, the civilian alter ego of the Avengers' quantum sorceress Arcane, replied idly. "You should know, you're career military."

"Suppose you're right," Owen murmured. "Known a few assholes in my day, but none as bad as this guy."

"Compared to him, the superiors you dealt with were Mary Poppins," Mackenzie Larsen, also known as the Avengers' speedster Blitzkrieg, remarked.

"The X-Men did more harm than they think they did," Toshiro stated grimly.

"What do you mean?" Jackson Clifford, artificially transformed into the likeness of the Asgardian thunder elemental Thor, asked.

"Gyrich was acting awfully shady about Project: Pegasus," Toshiro replied. "Now, with it blown up, he has no reason to tell anyone – us included – what was going down in there. In fact, I suspect whatever it was that was happening over there was why the X-Men did what they did in the first place."

"I still can't get over the fact that the original Spider-Man is still alive," Owen said. "And pretty freaking spry for someone in his late seventies."

"Yeah, he kept up with you pretty well," Mackenzie remarked.

"What about those New Warriors?" Eve, the waspish heroine called Sting, asked. "What are we gonna do about them?"

"We're probably gonna be ordered to go after them soon," Toshiro replied. "Hopefully, we manage to capture at least one of them."

"Just leave them to me," Mackenzie said. "They won't know what hit them by the time I'm through."

Just then, Toshiro heard Gyrich in his mind. "_Kurosaki, I have an assignment for the Avengers._"

Toshiro had long since ceased to be surprised by Gyrich's intrusions into his mental arena; Gyrich could send wireless transmissions that Toshiro would pick up via his nanotech-enabled interface powers. _Go on._

"_Patrol for any superhumans operating that you don't recognize from the registry. Bring them back in one of three conditions. Alive. Dead. Somewhere in the middle. I don't give a damn, as long as I have physical proof – in the form of a warm body – that you've captured them._"

_Will do. Iron Man out._

"Toshiro?" Eve asked. "What was that?"

"We've got our marching orders," Toshiro replied.

"New Warriors?" Cara asked.

"New Warriors," Toshiro confirmed grimly.

"Avengers, suit up," Bobby ordered.

Toshiro promptly began to strip down. "What are you doing?" Owen asked, startled.

"I can't armor up in my clothes," Toshiro answered shortly.

"We just don't look directly at him while he's doing this," Blaise commented to Owen.

Once Toshiro's clothes were off, nanofluid leaked out of his pores, covering his body and hardening into the familiar armor interface sheath. Once the interface sheath was complete, Toshiro mentally summoned his armor, which locked onto his body piece by piece. The torso and pelvic armors attached to his body first, followed by the shoulder armor and the thigh armor. Next came the knee armor, calf armor, and foot armor, followed by the upper arm armor, the forearm armor, and the gauntlets. Toshiro donned the helmet, completing the transformation from unassuming corporate heir to crimson-and-silver-armored heroic gladiator.

The others were garbed in their operating gear as well. Bobby wore a revised Captain America uniform, styled similarly to Steven Rogers' suit but made from a combination of adamantium-weave and chain mail-like mesh. The chain mesh made up the center of the suit while the adamantium weave made up the shoulders and outer sides of the suit. Stylistic representations of the bald eagle tagged his shoulders and his mask had another stylized eagle in the center of the forehead. He wore armored red gloves and boots, along with a gray utility belt with a stylized eagle buckle in the center.

Cara wore her standard Warbird uniform, a skintight black suit with a stylized gold lightning bolt running down the torso and a red sash tied around her waist. Jackson wore his Thor attire, black chain mail-styled armor with four silvery disks arranged in a quadrilateral pattern on his torso, a dark red wraparound cape, and a winged helmet. Brandon had transformed into the green-skinned, seven-and-a-half-foot behemoth known as the Hulk, wearing only a highly elastic black sleeveless shirt and pants. Eve had donned her Sting suit, black armor made up of interlocking pieces over a skintight purple suit and designed to shrink and grow with her.

Mackenzie was in the running suit he wore as Blitzkrieg, which was designed to be as resistant to air friction and wind resistance as his body. It was also quite form-fitting, to ensure greater aerodynamic quality. Blaise was in the cloak and dress she traditionally wore as Arcane, while Owen wore his Spider-Man armor, a black nanosheath with a red spider symbol taking up much of his torso, red bracers, and red lenses.

"Ready to go?" Captain America asked. He received nods from the other Avengers. "Let's go."

* * *

Elsewhere in the city, the Knights were meeting in the clock tower. "You think we ought to get in for a meeting with these New Warriors?" Nightshade asked.

"It'd be a good idea," Iron Cage replied. "We could use the help."

"Assuming they know what they're doing," Fearless cut in. "We don't need another incident like the one that started the Superhuman Civil War."

"You think the Avengers are gonna come after them?" Arachne asked.

"Certainly," Winter Soldier replied. "It's their job to deal with rogue supers within this state."

"So how come we got away with it this long?" Iron Fist asked idly.

Winter Soldier chuckled darkly. "We're just that good, I suppose. Or they're just that incompetent."

"In any case, we need to be on guard," Fearless said. "With the X-Men taking out Project: Pegasus, there's going to be a lot of heat coming down on so-called rogues like us."

"Where to, O fearless leader?" Nightshade inquired.

"We're going to find the newest New Warriors," Fearless answered.

"How do we find them?" Tsukikishi asked.

"I can create a flare with my chi," Iron Fist suggested.

"Won't that tire you out?" Iron Cage asked.

"Not nearly as much as using the fist does," Iron Fist answered. "I'll live."

"Then let's do it," Fearless said.

Thus it was Iron Fist on the Washington Bridge who projected his chi into an energy flare shaped in the New Warriors symbol. With that done, all he – and the other Knights – had to do was wait for the New Warriors to arrive. Fortunately for the Knights, the New Warriors were rather prompt in their arrival. All seven – yes, indeed, it was seven – seemed rather wary, judging by their body language.

Standing in the lead was a young man in short-sleeved red-highlighted black armor resembling stylized ninja attire. Beside him was a young man garbed in skintight black carbon nano-weave with a clawed silver circle on the chest and silver capsule bracers and boots. The ensemble was completed by a lavender-gray mask and cape, the mask decorated with black eye covers with whiteout lenses and a black mouth cover. On the other side of the ninja-like young man was a platinum blonde young woman in a low-cut black leather catsuit with false fur lining running up the sides of the forearms and backs of the calves. Beside her was a masked woman garbed in black with a silver spider emblem on her chest and a silver web-like lattice running down her sides and also covering her mid-calf boots. Similar lattices covered the masked woman's mid-forearm gloves, shoulders, and mask, a mask that had large, vaguely teardrop-shaped lenses and was open at the top to let honey-blonde hair flow freely.

The remaining three were two young men and a young woman. One of the young men wore a skintight black suit with silver lightning-like lines running down from the shoulders and looping around the knees to go up the backs of the legs. Lightning-like rings wrapped around his shoulders and waistline and his face was concealed by a black mask with silver swimming goggles. The other young man wore an insulated brick red costume with fire goggles, leaving his orange- blond hair exposed. The young woman wore a silver-accented black jacket over a black suit with silver accents and a dark visor, leaving brown hair exposed.

Arachne's eyes widened when she saw the four in the lead. "Whoa. Do I know you from somewhere?"

"Huh?" the ninja-styled young man asked.

"Yeah, I do know you!" Arachne confirmed. "You're Night Thrasher!" She looked at the black-silver-and-gray-clad young man. "And you're the Prowler." She looked at the leather-clad platinum blonde. "And you must be the Black Cat." She looked at the web-accented woman. "And you must be . . . I'd say Spider-Woman, but I get offended when people call me that, so . . ."

"Superhero fangirl, aren't you?" the confirmed Night Thrasher remarked dryly.

The "Spider-Woman" looked at her counterpart. "Call me Archaeida."

"Like the assassin spider?" Arachne asked.

"Assassin spider?" Nightshade echoed. "There's such a thing as an assassin spider?"

"Yeah," Archaeida replied. "I just wanted to shorten it to 'Assassin,' but Thrash said no, said it would evoke unnecessary fear in the public."

"Well, it would," Night Thrasher insisted.

"Give it a rest, Thrash," Archaeida scoffed. "They're already scared. What I call myself makes no difference."

"So why do you call yourself Archaeida?"

"To shut you up."

Night Thrasher decided to abide that for the moment and turned to the Knights. "Let's get focused. What do you want?"

* * *

End Notes: And that's where I'm going to end it for now. This will be continued in the next chapter, where you'll get to see the New Warriors and the Knights take on the Avengers. Two teams versus one? Hardly seems fair, especially in light of what the Knights did to the Avengers the first time around. Of course, the Avengers have a new Spider-Man on their side, and maybe that might give them an edge. And isn't it about time for some kind of "new Magneto," at least in terms of Magneto's role within the Marvel Universe? In the meantime, let me know what you think of this.


	7. Avenging Warriors and Knights

"Marvel: Tomorrow Knights"

Chapter 7: "Avenging Warriors and Knights"

Disclaimer: The characters you will see here are all based on characters published by Marvel Comics and this story is set in a possible future of the universe depicted in the comics published by Marvel. I only own the story itself.

Author's notes: Now that the New Warriors of Marvel: Tomorrow have introduced themselves, it's time to get things moving. Will the New Warriors and the Knights find common ground? Will there be rivalry between the two teams of unregistered superheroes? Will there be any chance for the Warriors and the Knights to become rivals or allies if the Avengers crash the party? For the answers to those questions, read on.

* * *

"All right, Arachne clearly recognizes you four, at least on the basis of the identities you've appropriated . . ." Fearless said. She turned to the other three. "And who are you supposed to be?"

"Slipstream," the lightning-trimmed young man replied.

"Incendiary," the fire-goggled young man offered.

"Themis," the black-and-silver-clad young woman introduced.

"Themis . . . like the goddess of justice in ancient myth," Artemis remarked.

"Yeah," Themis admitted. "Like you're named after the divine huntress of Greek myth."

"Ok, so you're both mythology buffs," Iron Cage grumbled. "What's the point of this?"

"You're the ones who summoned us, why don't you tell us what the point of this is?" Prowler retorted.

"I get it!" Arachne exclaimed, looking at Incendiary and Themis. "You two are like reverse-gendered versions of Firestar and Justice!"

"Something like that," Incendiary murmured amusedly.

"Excitable, isn't she?" Themis remarked.

"Not usually . . ." Arachne answered with a heavy blush underneath her mask.

"What inspired you guys?" Nightshade asked.

"What inspired _you?_" Slipstream inquired.

"Ok, I figure we have pretty much the same motives in doing what we do, but why did you choose to call yourselves New Warriors?" Tsukikishi asked.

"To redeem their name," Night Thrasher replied simply. "And by extension, to redeem the name of superheroes."

"I think we can work together," Fearless suggested. "Pool our resources . . ."

"Sounds good," Night Thrasher replied. He narrowed his eyes beneath his mask as he looked at Arachne.

"Why are you looking at me like that?" Arachne asked.

"Where did you get that costume?" Night Thrasher asked.

"From an ally who wishes to remain anonymous," Fearless cut in.

"She can speak for herself," Night Thrasher snarled. "Now . . . where'd the costume come from?"

"Why do you want to know?" Arachne asked.

"My suit's analytical systems cross-referenced that costume with the schematics of other high-tech costumes," Night Thrasher replied. "Do the initials 'T.S.' ring a bell?"

"_Stark!?!_" Winter Soldier exploded. "_He_ made that costume for you? You're working with him?" He drew a semiautomatic energy pistol from one of the holsters on his person and pointed it at Arachne. "Traitor."

"Winter, stop!" Nightshade exclaimed. "There has to be a reasonable explanation for this!"

"What reason is there?!" Winter Soldier yelled. "She sold us out! She's working with the bastard who set this nightmare into motion!"

"He's not the same person he was fifty years ago!" Arachne insisted. "He realizes what he's done and he wants to help stop it!"

"And you believed him?" Winter Soldier asked coldly, still pointing the pistol at Arachne. "Naïve little spider."

"I got that costume for her," Fearless admitted. "I requested Stark to build it for her."

Winter Soldier switched targets in a blink, pointing the pistol at Fearless. Arachne lunged at Winter Soldier in a blur, grabbing his gun arm and twisting it behind his back. Unfortunately, the gun went off in his hand while she was twisting his arm. Everyone around them gasped in shock when they saw who had been hit by the blast.

Iron Cage didn't much look worse for wear, having nigh-unbreakable skin, but that didn't mean the blast didn't hurt. He glared at Winter Soldier. "Mother#$&, you went too far."

"You don't get it, do you?" Winter Soldier snarled lowly. "They betrayed us. They took Stark's blood money."

"Winter, stop it," Nightshade pleaded. "You don't think Arachne and Fearless would know if Stark can't be trusted?"

"I won't forgive him!" Winter Soldier snarled. "He's the reason I don't have a grandfather!"

"What . . ." Artemis uttered, stunned.

"The original Winter Soldier is my _adoptive_ grandfather," Winter Soldier spat. "The child he adopted as his own is the daughter of Sharon Carter and Steven Rogers, and that daughter gave birth to me."

"No wonder you hate Tony Stark so much . . ." Iron Fist mused. "To never know the man your mother would have called father . . . it must be a pain unlike any other."

"I don't give a damn about his pain," Iron Cage snarled. "The boy's a loose cannon. We can't take the chance that he's gonna go ape-slag and try to kill us."

"You pointed a gun at me," Arachne hissed at Winter Soldier. "Then you pointed a gun at Fearless. Is that how much you hate Tony Stark, that you're going to kill everyone you think is associated with him? Newsflash: Do you think your grandfather would be proud of what you've done?"

"Are you guys always like this?" Archaeida asked.

"Not exactly," Tsukikishi replied. "Nobody knew about the Stark connection until Night Thrasher blew it."

Night Thrasher would have said something, only Archaeida raised her hand to cut him off. "I feel something moving toward us," she said. "Moving fast."

"What is it?" Night Thrasher asked.

Arachne's spider-sense went off, her perceptual time flow slowing down. She activated the visual enhancements of her costume, seeing a hovercraft slicing through the air with phenomenal speed. Beside it were three flying figures moving at about the same speed as the hovercraft. With her technologically magnified vision, she recognized those figures as Iron Man, Warbird, and Thor.

"It's the Avengers!" Arachne shouted.

"Avengers?!" Archaeida asked.

"Did you lead them here?!" Prowler asked the Knights.

"No, did _you?!_" Iron Cage retorted, not in the mood after being accidentally shot by his own teammate.

"It doesn't matter," Night Thrasher said. "Scatter. All of you. They can't follow all of us at once."

Arachne brutally threw Winter Soldier aside and jumped off the bridge, firing a web-line and swinging away. Archaeida materialized a tight web-like line and swung on it in the opposite direction. Fearless detached her batons and extended energy grapnels, using them to swing away in another direction. Nightshade teleported away with Winter Soldier, while the Black Cat swung away on a cable line. Incendiary and Themis used their pyrokinetic and telekinetic abilities, respectively, to fly as fast and as far as they could. Slipstream bolted at super-speed and the others made their escape the best way they possibly could.

* * *

Inside the hovercraft, Captain America watched the scattering unlicensed heroes. "They're smarter than one would think." He looked to his teammates that were still inside the hovercraft. "Spider-Man, go after the Spider-Women. Blitzkrieg, follow the speedster. Iron Man, Warbird, and Thor will follow the swingers and flyers. Arcane, stay here and see if you can make things go our way. Hulk, Sting, you two are our weapons of last resort."

"Oh, goody," Sting remarked sarcastically.

Spider-Man threw himself out of the hovercraft and shot a web-line from the back of his wrist, swinging on it. "Now . . . which one do I go after first?" he wondered to himself. "The one called Arachne, or the other one?" He thought for a moment and then . . . "Forget it." He turned in one direction and swung there.

* * *

Blitzkrieg ran after Slipstream, the two racing across the river so fleet of foot they were. They made it onto dry land, continuing their race so quickly that they were invisible to the un-enhanced eye. Their presence could be felt, though, in the form of intense wind pressure in their wake.

"You really ought to stop, you know?" Blitzkrieg called out.

"You think you're faster than me?" Slipstream asked. "Bring it on!" He performed a tight U-turn and sped toward Blitzkrieg, who charged at him at super-speed. The two punched each other, the force of their respective blows enhanced by the momentum they had gained from their race. The sonic boom resulting from the connecting blows shattered every window within a three-block radius.

However, it wasn't like either speedster was done. They raced around the city, exchanging vicious blows at each pass. They were moving so fast that they were almost ripping up the asphalt on which they ran. Not only were they racing on the city streets, they were running up and across the metropolitan spires and fighting each other there as well.

"You're good," Blitzkrieg admitted.

"Thanks, so are you," Slipstream answered.

"_But I'm better!_" both speedsters simultaneously averred.

"We'll see," Blitzkrieg vowed.

"Oh, yeah, we'll see," Slipstream retorted. "Rather, I'll see you in the dust!"

* * *

As the speedsters battled, Winter Soldier and Nightshade teleported all over the city, trying to throw the Avengers off their scent. Unfortunately, it seemed that no matter where it was they teleported, they couldn't get away from Iron Man, Warbird, and Thor. Winter Soldier was honestly getting fed up, and to be really honest he didn't even want to run. He wanted to fight.

The next time Nightshade teleported herself and Winter Soldier, Iron Man locked onto them and fired. Nightshade teleported, while Winter Soldier dodged to his left and withdrew a laser rifle. He locked in an energy pack and set the rifle's lethality to maximum level. Once that was over with, which only took a mere two seconds, he pointed his rifle up at Iron Man and fired.

Iron Man almost didn't dodge in time, but his reflexes were comparable to a speedster's, ensuring his survival. He fired his repulsors at Winter Soldier, who dodged with inhuman alacrity. _"Samuel James Carter, you are under arrest for the following reasons: battery of federal super-agents, unlicensed vigilantism, destruction of federal property, and possession of illegal Phalanx implants. If you surrender without incident, you may be pardoned and not forced to have your paranormal abilities suppressed. Resistance will net you a sentence to the Raft."_

Winter Soldier looked up at Iron Man. "Two words. Screw you." He cocked the rifle and opened automatic fire, peppering Iron Man with a fusillade of energy bursts. Iron Man crossed his arms in front of his face and generated an energy shield to block the barrage. Once it was over, he plunged into a high-speed dive, hoping to take Winter Soldier by surprise. Winter Soldier deliberately overloaded the energy pack in his rifle and threw it at Iron Man just as the armored Avenger was approaching the ground.

Winter Soldier threw himself out of the way just as the energy rifle exploded upon contact with Iron Man, who barely had time to generate another shield. Of course, since Iron Man hadn't had time to create a full shield, the blast still knocked him for a loop. The force of the explosion rattled the sensors in his armor and Winter Soldier viciously took advantage of that, grabbing Iron Man's arm and viciously tossing him to the ground. He then drew a sidearm and pointed it at Iron Man's head.

"Time to go," he snarled.

"Winter, stop!" Nightshade called out.

"Why?" He energized the pistol.

"Because he's not the one you really want to kill. It's Stark."

"One Iron Man's just as good as another. They're all traitors and sellouts, anyway."

"It doesn't work that way!" Nightshade teleported to Winter Soldier's side and made a grab for his weapon. Winter Soldier yanked his arm away to prevent her from grabbing it, which also prevented him from being able to shoot Iron Man.

"Why not?" Winter Soldier was even grimmer than usual, as he resumed pointing his sidearm at Iron Man. Fortunately, both Iron Man's body and armor systems recovered very quickly, thus enabling him to point a repulsor at Winter Soldier.

"_If that's what you want,"_ the armored Avenger said. _"Count of ten. If neither of us backs down, we both go straight to our Maker. That fine with you?"_

"One."

"_Two."_

"Three."

"_Four."_

"Five."

"_Six."_

"Seven."

"Stop it!" Nightshade cried out. "Both of you stop it!"

"_Eight."_

Winter Soldier's trigger finger tightened. "Nine."

Iron Man and Winter Soldier glared at each other. "Stop!" Nightshade cried out. "_Gott_ in_ Himmel, stop!_"

Winter Soldier looked back at Nightshade with something resembling sadness in his eyes. "Good-bye . . . Mina." He turned to Iron Man and both said, at the same time . . .

"_Ten._"

Both Iron Man and Winter Soldier fired their weapons simultaneously. Winter Soldier was downed by a repulsor blast, but his reflexes were fast enough to enable him to put an energy burst through Iron Man's helmet. The two young men lay still, unmoving . . . and then Winter Soldier's body quivered, as though he were holding in laughter.

"Winter . . . ?" Nightshade asked.

"I'm alive," Winter Soldier murmured. "Healing factors . . . gotta love them."

Just then, the Avengers hovercraft landed in front of them, Captain America jumping out to confront Winter Soldier and Nightshade when he spotted the injured Iron Man. Without a second thought, he moved to Iron Man's side. "Iron Man? Are you . . . ?"

"_Hell . . . can't focus . . . can't concentrate . . . can barely . . . make words . . ."_

Captain America looked up at Winter Soldier. "What did you do to him?"

"It's a neural stunner," Winter Soldier replied. "Set high enough, it can render the target brain-dead. In this case, his nanotech regeneration protected him from the worst of it, but he's going to have a hard time forming sentences for a while."

Sting came out of the hovercraft and looked at the grim tableau in front of her. "Captain . . . ?"

"Take Iron Man and get him out of here," Captain America replied without taking his eyes off Winter Soldier.

"What about you?" Sting asked.

"The so-called Soldier is mine."

"The last time, you got . . ."

"It'll be different this time. Now go."

Sting nodded, although Captain America couldn't see her, and picked up Iron Man's armored frame. Fortunately, her armor enhanced her strength enough that she could carry him into the hovercraft. Once inside, she laid him down on the seats in the back cabin and got into the cockpit. "Let's go, Hulk."

"Yeah," Hulk rumbled. "I should help Cap."

"Cap can take care of himself," Sting answered. "Iron Man's our priority now."

* * *

Elsewhere, Arachne was web-slinging through the simultaneously bright and shadowy cityscape when her spider-sense activated again. Instinctively dropping the web-line, she fired another one and swung after the one that had been coming after her. Her pursuer wore metallic black and crimson, the crimson parts mainly consisting of a giant spider symbol on the black background of his torso. Red "askew teardrop"-style lenses were the only color on his otherwise black mask. Not to mention, he looked like he meant business.

"Who are you supposed to be?" Arachne asked.

"Spider-Man," the spider-styled man replied.

"No, you're not." Arachne was livid. "I knew Spider-Man. He and I were almost friends. And you, _bastard,_ are no Spider-Man."

"Oh, I'm so hurt, but what should I care about the opinion of someone who isn't even old enough to figure out how the world really works?" His tone was one of subtle derision.

"What's that supposed to mean?" The spider-styled girl was incensed.

"It means that you don't get it. This world is run on compromise. You don't get without giving. Sometimes, you get more than what you give and sometimes you get less than what you give. But that's the way it works, the way it _has_ to work, or everyone's just warring against each other and we get anarchy."

"Nice sentiments, but what if the compromise means you give your soul? What sort of boon do you get in exchange for that?"

"I didn't sell my soul!" Spider-Man lunged at Arachne, who dodged the attack and grabbed his forearm, twisting him around and turning his momentum against him to slam him into a skyscraper façade. As they were both clinging to the façade in their own ways, neither would fall off. Spider-Man took a swing at Arachne, who flipped backwards on the façade. Spider-Man stood on the façade and extended the waldoes hidden in the back of his costume to ensnare her, but she grabbed the top pair and used them as leverage to flip into a flying kick directed at the Avengers web-slinger.

Spider-Man twisted to avoid the kick, but Arachne's foot impacted his shoulder harshly. She bounced off him and onto the section of skyscraper façade above his head, before ricocheting off for another kick. This time, Spider-Man grabbed her ankle with inhuman reflexes and threw her down. Arachne shot a web at the façade and used it to rappel upward at inhuman speed. Fortunately for him, Spider-Man's sight was acute enough to catch her movements and allow him to prepare for her.

He jumped down, aiming to kick her off her web-line. However, she simply let go of the web, flipped backward on the façade, and sprang up to punch him. Spider-Man caught her wrist and plunged the talons on his fingers into the flesh and muscle. Arachne gritted her teeth under her mask in pain, but set her jaw determinedly and let off a taser pulse from her suit, shocking Spider-Man into letting her go. The nanobots that made up her costume leaked into and covered the wounds Spider-Man's talons had made in her wrist, but she didn't think she'd be able to use that hand for a while, the talons having possibly severed some tendons and ligaments in the wrist.

_Fortunately, I still have one good hand,_ she thought.

Arachne fired impact webbing at Spider-Man, who flipped out of the way and let the pellets splatter webbing on that segment of skyscraper. "How come I didn't get that trick?" Spider-Man mused.

"You haven't seen all of my tricks yet," Arachne retorted tartly.

"Really?" Spider-Man's tone was taunting. "Bring 'em, then."

"Bringing them now!" Arachne answered. She fired the stinger darts at Spider-Man, who somersaulted out of the way and came down with a hard kick. Arachne, echoing what he had done before with her, grabbed his ankle and threw him, only for him to fire a web from his forearm and come back up after her. She ran down to meet him, using her good hand and both feet to fight him with preternatural speed and agility. He matched her perfectly in speed and agility, but his blows suggested that he was slightly stronger than her. Plus, his motions were those of an experienced close-quarters fighter.

She wasn't a slouch at fighting, either. After all, she'd had the _real_ Spider-Man, plus X-23 and Fearless, schooling her in hand to hand. She could take care of herself. She could handle this poser who dared to infringe on the name and legacy of the wall-crawler whom she had so worshipped at one point in her life.

* * *

Elsewhere, the Black Cat had been caught by Warbird, or so it seemed. "You can stop struggling," Warbird said almost remorsefully. "It won't hurt so much if you stop."

"#$& you!" Black Cat snarled and elbowed Warbird as hard as she possibly could. It didn't make that much of a dent, but it loosened her grip enough to allow the Black Cat to wiggle loose and drop. She fired another cable line and swung away, Warbird on her tail.

"You do realize it's against the law to graft foreign DNA to your own without federal sanction, don't you?!" Warbird shouted.

"So what? It's not like the law was always just, or are you one of those people who would have been a happy Meta-Crusader?!" Such was the Black Cat's retort.

Warbird doubled her speed, forcing Black Cat to drop her cable and flip onto a nearby energy generator pole. She flipped off it and shot another cable line, swinging up onto the top of a city spire. Warbird landed before her, glaring furiously at her with nearly glowing eyes. Black Cat glared back, a hardness settling into her vaguely catlike eyes.

Warbird made the first move, shooting a photonic energy blast at Black Cat, who dodged with catlike alacrity and agility. The Black Cat extended her nails into claws through her gloves and slashed Warbird with them. Despite the sharpness of the claws, Warbird's suit held fast and Warbird herself grabbed Black Cat's wrist, holding it tightly. In response, the catlike femme simply set off a gas trigger in her glove, causing Warbird to choke and gasp.

"As strong as you are, you still need to breathe," Black Cat mocked as she slipped her wrist out of Warbird's weakening grip. "Fortunately for you, it's non-lethal. But it still sears the hell out of your respiratory system. Nothing you won't heal from."

As the feline girl launched herself off the spire, she thought, _I better catch up with Archaeida, Thrash, and the others._

* * *

Speaking of the other New Warriors, they were either scattering for the hills or fighting the Avengers. Incendiary and Themis were both taking on Thor, using their firepower and telekinetic power to battle Thor's lightning and thunder. Themis's telekinetic shields protected her from Thor's lightning, while Incendiary used his fires to scorch Thor's seemingly invulnerable flesh and armor.

After a while, Themis grew tired of playing defense and projected her telekinetic force as a wave that crashed down on Thor, who withstood it the best he could. He flew at her with great speed, while Themis propelled herself at him with similarly high speeds. The two god-avatars – one of lightning and one of justice – clashed against each other, Thor's pure lightning confronting Themis's pure mental force. Themis gritted her teeth, pushing as hard as she could against Thor, even though her nose was starting to bleed. Thor strained as well, finding the telekinetic stronger than he'd expected.

With a final cry of determination, Themis's telekinetic power burst outward and Thor was forcibly repelled. Themis breathed heavily, her nose bleeding and her power nearly exhausted. Incendiary drifted beside her, his hands gently placed on her shoulders. "You all right?" he wondered.

"Yeah . . ." Themis replied. "Just not sure I got enough in me to do that again if he gets up from it."

"Then leave it to me." Incendiary's tone was hard with determination. "Fire versus lightning. It'll be an interesting fight."

* * *

Elsewhere, Spider-Man and Arachne were still dueling, bouncing all around the skyscraper façade as they battled. Both had a great deal of stamina and were almost evenly matched in overall ability and skill. They could be at this for hours, maybe for days, and not have a winner until one of them just dropped dead from exhaustion. Flipping, jumping, somersaulting, punching, kicking, chopping, dodging, blocking . . . it was all a blur to the two of them.

"I don't think you're a bad person," Spider-Man offered as they dueled. "Just a little naïve and misguided."

"Funny, I could say the same about you," Arachne retorted acidly.

Just as Arachne got in close for the kill, her spider-sense went off and she started to dodge, only for Spider-Man to grab her and pull her in close. She felt something attempt to penetrate her neck, but the nanosheath hardened there, learning from the previous time it had been pierced. Arachne grabbed Spider-Man's head and pushed back, seeing that his mask was raised up to the bridge of his nose and that he had fangs bared.

"What the –?" she wondered, only to be cut off by another attack from Spider-Man, who had lowered his mask so that it once again covered his whole face. The battle seemed like it would never end . . . and then, salvation came, on a psychically generated web-line and in web-patterned skintight black.

Archaeida kicked Spider-Man hard, sending him plummeting. The Avengers wall-crawler fired a web to anchor himself and pulled himself back up. Archaeida jumped onto the web-line and climbed down after him as he climbed up.

"What do you think you're doing?" he asked.

"Kicking your sorry ass," Archaeida replied simply, knocking him off his web-line. As they fell, she telekinetically bound the free-flowing air molecules beneath them into a web strong enough to hold many times their weight. Both Spiders fell on the web and Archaeida flipped off, while telekinetically binding Spider-Man via the psychic web and manipulating the web to entrap him.

Arachne dropped beside Archaeida. "Thanks."

Archaeida looked at Arachne. "You're not bad for a fangirl."

"Should I take that as a compliment?" Arachne wondered.

"Maybe" was Archaeida's only answer.

* * *

End Notes: That's not quite the end. The other Knights and New Warriors still have to deal with the Avengers and by the end of this particular story, one of the Knights will set off on their own path. (Three guesses who, and the first two don't count.) Of course, that newfound independence will be the basis for a broader look at the scope of the Marvel Universe of Tomorrow, and who will arise to lead posthumanity to its salvation . . . and humanity to its damnation? For the answers to that question and others, read on and let me know what you thought of this chapter.


	8. Fire in the Hole

"Marvel: Tomorrow Knights"

Chapter 8: "Fire in the Hole"

Disclaimer: The fictional universe depicted here largely belongs to Marvel Comics, as it is merely a future version of the universe depicted in comics published by Marvel. The characters are largely mine but inspired by characters published by Marvel Comics. I make no money from this story whatsoever.

Author's note: The Knights and the New Warriors are battling the Avengers, still, and the battle's about to turn even more intense. How will the so-called "rogues" triumph over their registered opponents, or even survive to fight another day? And what changes will befall the Knights afterward? For the answer to those questions and others, read on.

* * *

Captain America and Winter Soldier battled viciously, Captain America using his shield and Winter Soldier using a pistol that he'd converted into a bladed weapon. Winter Soldier slashed at Captain America, only for Captain America to block with his shield. Captain America retaliated by throwing the shield at Winter Soldier's throat, only for Winter Soldier to slide beneath the shield and spring up to attack Captain America.

"I don't know what the hell your problem is, but you've gone too far!" Captain America shouted. "Too far!"

"Shut up," Winter Soldier snarled. "Shut up and _die!_" He slashed at Captain America with the energy blade growing from the barrel of his pistol. Captain America dodged and clocked Winter Soldier in the face with his shield, which had just returned to him. Winter Soldier rose to his feet, his eyes turning black with circuit-like gold veins bulging out.

Captain America dodged Winter Soldier's rush but barely, the Soldier whirling on his heel to attack again. Captain America blocked the attack with his shield, holding back the Winter Soldier to the best of his abilities. Of course, Winter Soldier was pushing furiously against the shield, powered by sheer rage the likes of which Captain America had never seen in another human being before.

Suddenly, Winter Soldier vanished with a "bamf" and the smell of sulfur, leaving a bewildered Captain America behind. As for Winter Soldier himself, he looked up angrily at the blue-furred girl straddling his shoulders. "Send me back. Now."

"No," Nightshade replied.

"No?"

"Don't even think of raising that gun to me, Winter. You won't have enough time to shoot."

"Mina . . ."

"Don't 'Mina' me, mister! You're letting your vendetta against the Initiative turn you into something you're not and if you keep going like this, someone's going to end up dead."

"Exactly," Winter Soldier snarled. "Him."

"I can't believe you really mean that."

Winter Soldier glared at Nightshade with gold-flecked black eyes but before he could say anything, the Hulk dropped in, forcing both of them to dodge. Winter Soldier withdrew his pistol-turned-blade and extended the energy lance, lunging at the Hulk, who charged toward him. Nightshade teleported to Winter Soldier and teleported away with him, just barely evading the Hulk's charge.

"Are you trying to get yourself killed?" Nightshade asked.

"No," Winter Soldier replied.

"Then don't charge someone who's massively stronger than you!" Nightshade advised. "Honestly, I don't know why I try to save you."

"I don't know, either," Winter Soldier admitted, "but that doesn't matter now. We have a Hulk to fight."

The Hulk had found Nightshade and the Winter Soldier. "Hello there, little pigs."

"Who are you calling a pig?" Nightshade asked indignantly.

"Hulk smash now." The sarcastic drawl, as well as the vengeful joy in his eyes, could not be missed by either of his foes. Just as the Hulk brought his fists down, Winter Soldier jumped up and slashed him across the chest with his pistol-blade. The Hulk roared in pain and rage and swung his fist at Winter Soldier, who was teleported out of the way by Nightshade. When the two reemerged, Winter Soldier reverted his blade to a pistol and overloaded the energy pack in it, using it as a grenade. The explosion didn't do much to hurt the Hulk, but it did stun him enough for Nightshade to teleport away with Winter Soldier.

* * *

Elsewhere, a pumpkin bomb flew at Iron Fist and Iron Cage, who both dodged just before the bomb exploded, spraying fragments everywhere. Iron Fist created a shield with his chi to protect himself, while Iron Cage's nigh-unbreakable skin was all the shield that particular young man needed. From above, the Goblin dive-bombed the duo, shooting rocket missiles at both as he descended upon them.

Meanwhile, Night Thrasher and the Prowler were both fighting the Beetle, who responded to their assaults with inbuilt weapons. Prowler rotated the cuff on his wrist and fired compressed air at the Beetle, who merely staggered back before tackling the Prowler with superhuman speed. The Beetle wrapped his hands around the Prowler's throat and began to squeeze.

"I'm supposed to take you in alive, but I'd rather bury you," the armored Thunderbolt admitted. He didn't have time for any reveries, as Night Thrasher tackled him, thus knocking him off Prowler.

"All right, where did you come from?" Night Thrasher asked.

"We're here to bring you in," Beetle replied. "In case the Avengers aren't up to the job."

"What about the rest of your goon squad?" Night Thrasher interrogated.

"Probably taking care of _your_ goon squad," Beetle sneered, just before activating the taser feature of his armor. Night Thrasher simply smiled and punched Beetle in his helmeted face. "How . . . ?"

"My suit's insulated," Night Thrasher replied tersely.

* * *

At that same moment, Fearless bodyslid to Arachne's position. "Looks like you and Archaeida have things handled quite well."

"Hello, spiders," a slithery female voice hissed. Arachne, Archaeida, Fearless, and the still-bound Spider-Man looked up and saw Venom perched on the façade of a skyscraper directly facing them. Venom flipped off the skyscraper façade and landed before the assorted group, looking at Arachne. "Changed your look, did you?"

Fearless drew her batons and snapped out the energy lances on both, pointing them at Venom. "Stay away from her."

"Awww, girlfriend to the rescue," Venom sneered. "Isn't that sweet?"

"Venom!" Spider-Man yelled. "What are you doing here?"

"In case you Avengers didn't have enough balls to get the job done," Venom answered.

That seemed to infuriate Spider-Man, at least if his ripping his way out of Archaeida's psi-web was any indicator. "That's because we're not wanton killers!"

"Oh, shut the hell up, Spider-Man," Venom rejoined disdainfully.

"I take it you two aren't friends," Archaeida remarked.

"Friends or not, we have a common mission, which is to bring you in," Spider-Man replied. He turned to Venom. "So how about we put away the hostilities and put these ladies away?"

"Sure, no problem," Venom replied. "Besides, I was looking forward to rematching with the pretty little spider. She's mine, you know. You can have her girlfriend and the other one."

"Anytime you're ready," Arachne taunted.

Venom sprang toward Arachne for an attack, while Spider-Man leaped into the air and came down with a kick aimed for Archaeida's head. Archaeida blocked Spider-Man's kick, while Arachne caught Venom by her outstretched arms and threw her down to the ground. Undeterred, Venom pulled Arachne down to join her and they rolled together as they struggled against each other.

"I should kill you, you know," Venom remarked, "for humiliating me like that last time."

"Go to hell," Arachne retorted, kicking Venom off her. Venom flipped in midair and landed on her feet just before firing restraining webs at Arachne. Arachne dodged the web attack, only for the webs to loop around and grab her. "How?"

"Improvement on an old trick," Venom replied.

"Arachne!" Fearless shouted, leaping toward her partner. Venom turned out to be faster, and grabbed Fearless by the throat just before she could get to Arachne.

"I bet you're kinda cute under that mask," Venom remarked cruelly, squeezing Fearless's throat.

Managing to retain her calm despite being choked to death, Fearless picked up one of her batons, only for Venom to web her arms together with her free hand. "Ah-ah-ah." Venom resumed choking Fearless. "How long can you take this? How long before I get bored and break your neck?"

"Venom, stop," Spider-Man snapped, even as he blocked Archaeida's punch.

"You're not the boss of me," Venom retorted.

"We're not supposed to kill them," Spider-Man rejoined.

"Who cares?" Venom asked. "I want to see the look in her eyes when she ghosts."

"She's wearing a mask," Arachne stated from behind Venom, just before she punched Venom in her masked face, knocking her off Fearless. Arachne flipped after Venom, pursuing her with vicious punches and kicks. "Never touch her again, Venom. Do you hear me? Do you hear me, _you murderous tramp?!_"

"Heh, so you can put some bass in your voice after all," Venom taunted.

Arachne just punched her again, only for Venom to catch the blow with superior reflexes. "Impressive. My turn." She punched Arachne so hard that Arachne flew some twenty meters down the street. Arachne flipped and landed on the ground, regaining some control over her footing, only for Venom to spring on the attack again. Arachne flipped up onto a skyscraper and sprang off it to attack Venom from a different angle. For her part, Venom grabbed Arachne's ankle and threw her onto the street, only for Arachne to tumble onto her feet and shoot stingers at Venom.

Meanwhile, Spider-Man and Archaeida fought, with Fearless aiding Archaeida against Spider-Man. "How do you stomach working with a monster like Venom?" Fearless asked.

"I throw up every night before I go to bed," Spider-Man retorted snidely.

For his apparent sarcasm, Fearless sensed that Spider-Man was telling the truth, that he was repulsed by the Thunderbolts. Repulsion or not, he was still part of the problem and thus . . . he had to go down. Fearless snapped out her baton blades and slashed at Spider-Man with both, but his reflexes were superior to hers and he effortlessly dodged every slash. Finally, he extended his waldoes toward her, only for her to dodge with her own enhanced reflexes.

Archaeida telekinetically manipulated the free-floating molecules around Spider-Man to form a restraining web, but Spider-Man slashed the air with his waldoes, interfering with Archaeida's web formation. Spider-Man thrust his waldoes toward Archaeida, only for her to dodge and strike him down with an aerial kick. Spider-Man quickly recovered, twisting himself into a kick augmented by the talons on his feet.

Archaeida clutched her bleeding midsection, webbing her wounds shut. "Vicious, aren't you?"

"When I need to be," Spider-Man answered grimly.

"Funny, so can I," Archaeida rejoined, proving her point when she swept her leg out in a low trip kick, which Spider-Man dodged only to get caught by a high kick to the chest. The kick came with enough force to crack his ribs, despite the protection of his suit. "See?"

* * *

Elsewhere, Flashfire and Incendiary were having a battle of fire against fire. Incendiary was throwing fireballs at Flashfire, who was dodging those same fireballs with the inhuman speed he'd gained from compressing the hyperkinetic activity within his body. At the same time, Flashfire was running around Incendiary, generating a ring of fire around the pyrokinetic New Warrior. Finally, Incendiary became fed up and lunged at Flashfire through the fiery ring. While Incendiary didn't quite tackle Flashfire, he did manage to make the pyrokinetic Thunderbolt trip over him.

"All right, bub! Time to fry!" Incendiary shouted, launching a massive jet of flame at Flashfire, who merely began draining it. Incendiary withdrew the flame jet into an aura that sheathed his own body and punched Flashfire with a fiery fist. Flashfire laughed and threw knives of solid flame at Incendiary.

Incendiary dodged the fiery knives and came down punching Flashfire, only for Flashfire to grab his forearm and throw him to the ground. Before Incendiary could regain his footing, Flashfire was on him with a series of fast and hard punches. Finally, Incendiary generated a body-wide wave of flame to repel Flashfire. While Flashfire was blinded from the burst of flame, Incendiary pummeled him viciously, until Flashfire grabbed his forearm and tossed him again.

Incendiary righted himself in midair and strafed Flashfire with bolts of flame, Flashfire dodging them all with superhuman speed. The pyrokinetic New Warrior ran around his Thunderbolt counterpart, generating a tornado of flame around Flashfire. Incendiary skated the inside of the fiery tornado, coming down on Flashfire with a vicious kick right into and through the wall of the tornado.

* * *

Meanwhile, Slipstream and Blitzkrieg were still engaged in their high-speed fight across the city, ripping and burning up asphalt wherever they passed. Of course, the fight expanded from two participants to three when the Thunderbolts speedster V6 entered. With a sonic boom created from snapping his fingers, he sent Slipstream flying and nearly did the same to Blitzkrieg on sheer virtue of Blitzkrieg being in the same area.

* * *

At that same moment, Themis was fighting Arcane and Yukionna, the Thunderbolts "ice maiden." Arcane was throwing quantum knives at Themis, who attempted to block them with her telekinetic force fields. Unfortunately, Themis learned that there was no way for her to avoid Arcane's quantum knives; they operated on probability itself, and Arcane was probably shifting probability around constantly to keep the advantage. A lesser opponent would have given up; Themis was by no means a lesser opponent.

* * *

Iron Fist and Iron Cage were still fighting the Goblin, who was content to throw pumpkin bombs at them from above. Both young men dodged to the best of their abilities, but the Goblin's bombs were striking closer and closer all the time. They looked at each other once and split off, forcing the Goblin to choose his target. The Goblin threw a pumpkin bomb after Iron Cage while shooting rocket missiles at Iron Fist.

The Black Cat landed on the Goblin's glider, wrapping one arm around his neck and the other around his midsection. "Breathe and die," she hissed in his ear.

"How about you?" the Goblin retorted, activating the taser function of his suit and thus knocking the Black Cat off him. Before she could get too close to the ground for comfort, Iron Fist caught her.

"My hero," the feline femme quipped.

"Thank me later," Iron Fist replied. "We have a goblin to take down."

The Goblin dived toward the Black Cat and Iron Fist, only for Iron Cage to punch him in his masked face and thus knock the Goblin off-balance. The Goblin managed to right himself, but by the time he did that Iron Fist had jumped on for the ride and socked him with the peak chi he had built up in his fist. The blow was forceful enough to knock the Goblin off his glider and onto the ground.

"You've pissed me off," the Goblin snarled. "You're going to have to die now."

* * *

Night Thrasher and the Prowler were still fighting the Beetle, who showed no signs of being willing to give up. If anything, the wounds Night Thrasher and Prowler had dealt him simply spurred him on. The Beetle shot microwave blasts at the two masked young men, who dodged with artificially enhanced reflexes. The Prowler leaped at the Beetle, kicking him in the chest. Upon impact, his boot cuff set off an EMP that knocked out the Beetle's armor system.

"That takes care of you, I suppose," Prowler remarked.

* * *

V6 ripped up asphalt as he ran, laying into Slipstream with a brutal punch that sent the New Warriors speedster flying back. V6 sped behind Slipstream and kicked him in the back, changing his trajectory with enough force to hurt. When Slipstream managed to land on solid ground, he looked around to find windows shattered from the forces unleashed by V6's punches.

"This is bull," Slipstream spat, rising to his feet. He clenched his fists, stared down V6 and Blitzkrieg, and super-speed charged toward them. He tagged Blitzkrieg with a kick and V6 with a punch, his appendages coated in friction-generated heat to add an extra spice to his blows.

"That hurt!" V6 shouted. "Where'd you learn that from?"

"Figured it out myself," Slipstream replied as he backhanded V6 with a burning hand. Blitzkrieg attempted to attack him from behind, but Slipstream tripped him and punched him to accelerate his descent.

* * *

Venom ensnared Arachne with black webs and pulled her closer. "Whatever shall I do with you now?"

"Go to hell," Arachne spat, triggering the sonic emitters in her suit. Venom dropped her, screaming and writhing in pain as she attempted to crawl away from the sound. Arachne walked toward Venom at a brisk pace, pursuing Venom with the sonic emitters.

"_Stop!_" Venom wailed. "_Please, STOP!!_"

"Why? You're a murderer. A remorseless one, too. Why should I?"

Venom writhed in agony, the symbiotic suit pulling back inside to protect itself. In the process, it revealed a woman with long auburn hair, pale skin, and amber eyes wide with pain. "Stop . . ." she moaned. "Please . . . stop. You're killing me."

Arachne crouched before Venom, bringing the sonic emitters even closer to her. Venom attempted to crawl away, but Arachne webbed her wrists and ankles to the ground, preventing her from escaping. "Killing you? The way you've killed so many? I'd say the chickens have come home to roost, wouldn't you?"

"Stop, Arachne," Fearless ordered, having regained her voice. "Stop this right now."

"Why?" Arachne asked. "She deserves this."

"She does . . . but killing a helpless person isn't you," Fearless replied. "And you're too good for this. Not like me. Don't do this."

Arachne shut off the sonic emitters, but by then the symbiote had managed to separate from Venom in order to try to escape. The symbiote attempted to reunite with the woman now that it was no longer in danger of dying, but Arachne caught it in impact webbing.

"_No!!!_" the woman shouted, springing to her bare feet. "Give it back! Give it back!"

"No," Arachne replied. "That thing gave you your power. Without it, you can't kill." She took the spherical web container for the symbiote and strapped it to her back. "Find something else to do with your life. If you can."

"Three of us against one of you," Archaeida said to Spider-Man. "I'd have to say those aren't exactly good odds for you."

"I'll deal," Spider-Man retorted.

"We've wasted enough time here," Fearless said. "Time to get out of here. Bodyslide by three." She linked hands with Arachne and Archaeida and the trio teleported away from Spider-Man and the woman formerly known as Venom.

* * *

Elsewhere, Iron Fist and Iron Cage were regrouping after defeating the Goblin. All around the city, it seemed the Knights and the New Warriors had either managed to outfight or outmaneuver the Avengers and the Thunderbolts. Of course, not all of them were perfectly unscathed; various Knights and New Warriors were winded or bruised, some even having cuts.

"Where's Winter Soldier?" Fearless asked.

"He left," Nightshade replied. "I don't know where he is now."

"What's that you have on your back?" Iron Fist asked Arachne.

"The Venom symbiote," Arachne replied.

"A symbiote?" Iron Cage asked. "Are you crazy?"

"Better than letting it get back into the Thunderbolts' hands," Arachne answered.

"Well, we gave the Avengers what for, didn't we?" Nightshade remarked cheerfully.

"Wait, what happened to Artemis and Tsukikishi?" Fearless asked.

"And Themis and Incendiary?" Night Thrasher added.

Archaeida swore. "They must have been captured."

"Captured?" Arachne echoed.

"Yeah," Prowler affirmed. "That just makes this whole thing a lot rougher, since we're going to have to stage a rescue."

"Can you track their signals?" Iron Cage asked.

"Yeah, if their biometrics are recorded in our bodyslide files," Fearless replied.

"Bodyslide?" Night Thrasher repeated. "You have bodyslide?"

"Yeah," Fearless confirmed.

"Then let's do this," Black Cat said.

* * *

Meanwhile, the captured Knights and New Warriors awoke to find themselves in energy-barred cells deep within the Thunderbolts stronghold. When they looked outside, they saw Sentinel guards everywhere. Worse, Tsukikishi and Artemis were stripped of their weapons. As for Themis and Incendiary, their cells were specifically designed to suppress their mutant genes.

"Where are we?" Themis asked.

"Nowhere pleasant," Incendiary replied.

"'Nowhere pleasant' is the correct answer," a harsh voice greeted. "You're here in the holding cells of Thunderbolts Mountain. We're going to interrogate you, you're going to talk, and then depending on how things turn out, you will be stripped of your powers and imprisoned, or you will be conscripted into service to your government."

"Gyrich," Incendiary snarled.

"Tobias Michaels," Niles Gyrich answered. "I wish I could say it was good to see you again. Maybe it will be, so long as you don't escape again."

"You know, all these power-dampening cells prove is that you're a wuss," Incendiary taunted. "That's fine. Come in here. We'll see how powerless I really am."

"Your juvenile taunts won't work here," Gyrich retorted coldly. "And I have other matters to attend to. The interrogators will see you shortly."

* * *

Gyrich left the holding area and ascended via the elevator to the administrative offices of Thunderbolts Mountain. Once there, he walked into his office to find Terry Osborn waiting for him. Gyrich glared at Osborn, who simply stared back into his glare impassively. The silence was interminable . . . until Gyrich spoke.

"Osborn. What happened?"

"We did manage to capture several of the rogues, but the others escaped us," Osborn replied. "And we suffered a loss."

"What sort of loss?"

"Venom. One of the Spider-Women used a sonic weapon to strip her of her suit and then appropriated its substance."

Gyrich's glare grew more intense in the fury it restrained. "You mean – to tell me – that a symbiote – is in – the hands – _of_ _rogues?_"

"Yes."

"You miserable incompetent. Lucky for you, the Avengers are even worse; they were beaten like rag dolls by those upstarts." He muttered angrily for a moment. "You can redeem yourself by overseeing the interrogations of the ones you _were_ able to capture."

"How far are we to go in these interrogations?"

"As far as you need to. That's all."

"Then that's what we'll do." Osborn moved to leave the administrative office, silently swearing that he would make those brats pay for Venom, for the humiliation that they had once again dealt to his team. At some point, though, he would also have to teach Gyrich some respect for him – the _hard_ way.

* * *

End Notes: That's the end for now. The Knights and New Warriors thought they got away scot-free, but they didn't. Several of their members are in the custody of the Thunderbolts and thus the tender mercies of the CSA. How will the rebel heroes manage to save their comrades? How will the Thunderbolts discover the Knights and New Warriors' secrets, if indeed they do? And just what is going on over on the S.H.I.E.L.D. Helicarrier? For the answers to those questions and others, read on and let me know what you thought of this chapter.


	9. Storming the Bastille

"Marvel: Tomorrow Knights"

Chapter 9: "Storming the Bastille"

Disclaimer: The setting and characters depicted here are derived from the setting and characters owned by Marvel Comics and thus technically belong to Marvel Comics. I only own this story and the ideas in and surrounding it.

Author's note: There you have it. Tsukikishi, Artemis, Themis, and Incendiary have been captured by the forces of the CSA as represented by the Avengers and the Thunderbolts. Of course, it's not like the Thunderbolts haven't suffered their own losses; Venom is no longer armed with her symbiote thanks to Arachne. But how are the Knights and New Warriors going to save their comrades? And what will they find in the process of their rescue attempt? For the answers to those questions and others, read on.

* * *

The remaining Knights and New Warriors had gathered in the New Warriors' base, hidden beneath the Taylor Foundation. "The Taylor Foundation, huh?" Iron Cage commented. "I suppose that's how you guys get bankrolled, right?"

"Yes," Prowler admitted.

"Who runs this operation?" Iron Cage asked.

"I do," Night Thrasher replied.

"You're Taylor?" Iron Cage presumed.

"Darnell Taylor," Night Thrasher confirmed.

"Why are you telling us your real name?" Arachne wondered.

"Sign of trust," Night Thrasher replied. "Besides, I took you to where I work. That's another sign of trust right there."

"You mean where _we_ work," Archaeida corrected.

"Yes, Arch, I know," Night Thrasher groaned good-naturedly.

Arachne adjusted the web-pack on her back, the same web-pack that currently imprisoned the Venom symbiote. "How are you holding up?" Fearless asked.

"I'm all right," Arachne replied. "Symbiote's getting frisky, though."

"Then we've got to get it under control, before it tries to bond with you," Fearless said.

Iron Fist looked at Fearless askance. "So . . . Tony Stark. What's in it for him?"

"What do you mean?"

"What does he stand to gain by funding us?"

"That. Buyer's remorse. He bought into registration, believed it was better than what could have happened otherwise, and later saw what registration turned into. Now he wants to help us stop the criminality perpetrated and perpetuated under registration."

"And, of course, you can tell he wasn't lying in the slightest."

"No, he wasn't."

"He might not have been lying, but don't be surprised if he has a hidden agenda," Iron Cage cut in.

"Oh, I'm entirely on the lookout for that," Fearless answered. "He may be sincere in wanting to fix things, but that doesn't mean I trust him any more than I can throw him."

"Back to the important stuff, which is rescuing our friends," Night Thrasher interjected.

"How are we going to do that?" Nightshade asked.

"We can track them by their biometrics," Night Thrasher replied. "That's how your bodyslide technology works, right?"

"That's actually a good idea," Fearless said.

Night Thrasher raised his left wrist and opened the bracer on it, revealing a series of tiny red buttons. He pressed one of the buttons and a three-dimensional holographic display emerged from the opened segment of the bracer. He pressed a few of the buttons on the bracer and spoke into the bracer's sound receptor. "Track."

The 3D display became a diagram of a mountain with large plasmetal-and-glass protrusions in the shape of doors or blacked-out windows. Night Thrasher spoke again. "Location."

"_Thunderbolts Mountain, Colorado, United States,_" the bracer answered.

"Oh, God," Nightshade groaned. "I can't teleport that far!"

"That's all right, we have a jet," Night Thrasher replied.

"They're all the way in Colorado?!" Iron Cage shouted. "Mother#&!"

"That would be a good way of putting it, yes," Black Cat agreed.

"The hell with it," Iron Cage said. "We go wherever we need to go. They're our friends, you know."

"We know," Prowler affirmed.

"I'll meet you guys down there," Slipstream said.

"Just don't get yourself in trouble," Night Thrasher replied. "Go, but stay on recon. Don't try to rescue them all by yourself."

"Ok," Slipstream assented and sped off.

"Let's go," Night Thrasher said.

* * *

In Thunderbolts Mountain, Tsukikishi had been stripped of his costume and attached to an electroshock machine. The machine was currently giving him mild shocks, but the shocks would gradually increase in intensity. Of course, the shocks would stop as soon as he admitted to whatever it was his interrogators wanted to know.

"What is Arachne's real name?" one of the interrogators, clad in Guardsman armor, asked.

"I don't know," Tsukikishi replied. The shocks became that much more intense.

"Who is Arachne behind her mask?" another Guardsman asked.

"I don't know," Tsukikishi repeated, incurring even greater shocks.

"What does Arachne look like?" the first Guardsman asked.

"She used to wear a red costume," Tsukikishi replied. "Then she started wearing a black costume."

"Underneath the costume," a third Guardsman amended, turning up the shocks even more. "What does she look like underneath the costume?"

"I don't know," Tsukikishi replied. "I've never had the luxury of seeing her without her costume. I bet she's pretty hot without it, though."

"Talk straight!" the second Guardsman shouted angrily.

"I _am_ talking straight," Tsukikishi answered. "I'm talking about the physical and sexual attractiveness of a _female._ If I were not talking straight, I would be speaking of the physical and sexual attractiveness of a _male._"

The second Guardsman turned up the shocks further, growing fed up with Tsukikishi's obfuscation. Tsukikishi just bared gritted teeth at him in what amounted to a twisted smile. The Guardsman continued turning up the shocks, until one of his fellows grabbed his arm. "You're going to kill him! He's no good to us dead!"

Just then, the speakers came alive with a voice. "_You can stop. He's not going to talk, anyway. Not unless we try another tactic._"

"Like what?" a Guardsman asked.

"_We're interrogating Artemis Murdoch right now,_" the voice replied. "_She's resisting, despite all the serum we're pumping into her veins. If she doesn't break soon, she'll become catatonic from all that resistance. Of course, her being catatonic won't be so bad. We can reprogram her, rebuild her mind so that she'll be a loyal assassin for us. We'll get all we need to know from her, then._"

"Bastard!" Tsukikishi yelled. "Keep away from her! Keep the #& away from her!"

"_You can save her from that fate, Tetsudou,_" the voice continued. "All you have to do . . . is tell us about Arachne. Little things at a time. Like what she looks like."

"I'm not selling out my friends!" Tsukikishi yelled.

"_Then we're going to keep on interrogating Miss Murdoch until she breaks,_" the voice stated coldly. "_And you're going to live with the knowledge that you could have saved her._"

"NO!!" Tsukikishi screamed. "_You bastard! You son of a bitch! Don't you dare! Don't you f#& dare!_" He experienced yet another shock, this one far more intense than the preceding, and he finally passed out.

* * *

Meanwhile, Terence Osborn was observing the interrogation of one Artemis Murdoch. "It's amazing," he murmured to himself, "just how much serum she can take without cracking." He directed his speech to the Guardsmen. "Increase the dosage."

Artemis giggled girlishly, as though she were high. "When I was a little girl, I used to fantasize about marrying Captain America."

"What's going on?" Osborn asked.

"She's telling the truth, but not the truth we'd like to hear from her," a Guardsman replied.

"She's starting to crack," Osborn mused. "That's a good thing."

"Did you know that I like romantic comedies?" Artemis asked the Guardsmen. "No? Well, you do now." She giggled again.

"Talk sense!" a Guardsman shouted.

"Aw, but I'm confiding in you," Artemis purred. "You should appreciate that."

"We'd appreciate it more if you told us about your friends," another Guardsman snarled.

"Fine, fine," Artemis grumbled. She brightened up immediately. "Arachne's really cute. So's Fearless. Nightshade is just so huggable. That blue fur? Those pointy ears? That tail? She's like a walking plushie. I think Iron Fist and Iron Cage are secretly gay for one another; they're just too chummy for words. Winter Soldier's really hot, but Tsukikishi's hotter. It's those piercing silver eyes . . . makes a girl all hot inside."

"That's not what we wanted to know," a third Guardsman stated.

"Too bad, that's all I can say," Artemis replied teasingly. "And by the way . . . you're all going to be dead soon. That's the truth."

"Dead? Us? You must be kidding," the first Guardsman sneered.

"Nope, not kidding," Artemis replied. "I'm very serious. _Dead_ serious, in fact."

"Pump her with more serum," Osborn ordered. "Maybe that'll get her to talk straight."

Suddenly, something small and sharp struck a Guardsman in the head with tremendous force, causing him to stagger back. Another small and sharp object struck another Guardsman, this time in the chest, causing him to crumple. The third Guardsman was more prepared and caught the small and sharp object despite the fact that the impact stung his hand. He looked at the object.

"A fingernail?"

"Uh-huh," Artemis replied, pulling the IV needle out of her arm and springing free from the cot where she was being interrogated.

"Stop her!" Osborn ordered.

The third Guardsman started firing repulsor beams at Artemis, who dodged thanks to her ability to see where the beams were going. She maneuvered around the Guardsman until he blasted the door open. With the door opened, Artemis slipped out of the room and began looking for Tsukikishi and the two captured New Warriors.

* * *

The alarm was immediately sounded, and more Guardsmen were deployed to retrieve her. "This . . . will be enjoyable," Artemis murmured to herself. Just before she could do anything, a black blur zipped around the Guardsmen, knocking them down before they were aware of what was happening. Some of the Guardsmen attempted to shoot down the speedster, but the speedster dodged their repulsor rays and took them down as well.

The speedster stopped once the Guardsmen were all taken down, revealing that he was Slipstream. "Hey there, pretty lady. Going my way?"

"I'm actually looking for Tsukikishi," Artemis replied.

"And I'm looking for Themis and Incendiary," Slipstream answered. "We can help each other out, I think. Follow me."

"Why should I do that?"

"Because I did some recon before kicking ass on those Guardsmen. You're going to need me to get around this place. Plus, the others are on their way."

"Sounds good. Very well. Lead the way."

"As you wish, fair lady."

As the duo moved through Thunderbolts Mountain, strands of spider webbing shot forth to bind them. Slipstream and Artemis looked up and found a purplish humanoid figure clinging to the ceiling. The figure jumped down, revealing that _she_ was wearing a spider-motif costume. Others followed, some male, some female, all in different colors.

"Oh, s#!" Slipstream uttered. "Venom clones."

The Venom clones moved toward Artemis and Slipstream, ready to bring them back into custody when a blur of motion trailing lightning suddenly slammed into the purple Venom. Said Venom clone screamed in pain as the shock ran through her system. Another Venom clone attempted to strike the mysterious assailant, but the assailant turned and struck this Venom clone – dark green in coloration – with a lightning-charged fist.

"She's good, whoever she is," Slipstream remarked.

"That's Scorpion," Artemis replied.

The remaining Venom clones swarmed the Scorpion, but she blasted them back with lightning. At that moment, the Thunderbolts – sans Venom – arrived to confront Scorpion. Yukionna, Flashfire, V6, Beetle, and Goblin stared Scorpion down, meaning business.

"So the Venom Troopers were useless, after all," Goblin sneered. "No matter. If you want a job done right –" he drew a pumpkin bomb "– you do it yourself!" He threw the pumpkin bomb at Scorpion, who dodged with lightning reflexes just as it exploded, knocking Artemis and Slipstream back.

"You know, you could get us free so we could help you!" Slipstream suggested irately.

The Scorpion didn't seem to pay them any mind, instead focusing entirely on the Thunderbolts, who began to attack her. V6 attacked the Scorpion at super-speed, while Scorpion used her bioelectricity to accelerate herself to V6's level. The two fighters dueled at superhuman speed, until Scorpion struck V6 with a lightning-charged fist, shocking him insensate.

Beetle shot microwave blasts at Scorpion, Goblin threw more pumpkin bombs at her, and Yukionna and Flashfire projected ice and fire at her. Scorpion simply dodged them all with superhuman agility and reflexes, speeding up to Goblin and kicking him in the chest. At that moment, Yukionna tagged the Scorpion with an ice blast, forming an ice block around one of her legs. The ice block slowed Scorpion enough that her arm was singed by a blast from Flashfire and a microwave blast from the Beetle burned off a few hairs.

Undeterred, the Scorpion launched herself into a flying kick, which impacted against the Beetle and shattered the ice block around her leg. The impact of her kick came with a lightning strike that overloaded the Beetle's armor systems and knocked him unconscious. At that moment, the Goblin threw another pumpkin bomb at Scorpion, who dodged it in the nick of time.

Just then, Slipstream and Artemis found themselves being torn loose from the webbing that bound them. They turned around and found the Black Tarantula standing before them. "Thought you guys could use a hand," the clone remarked.

"Tarantula," Goblin snarled.

"Osborn," Black Tarantula sneered.

"Company should be coming . . . right about . . . now," Scorpion uttered.

A telekinetic blast knocked down the remaining Thunderbolts, revealing that Themis was free . . . and pissed. "Rematch."

Yukionna blasted Themis with cold energy, but Themis blocked it with a telekinetic shield. The shield frosted over with ice, but Themis saw it as an opportunity. She projected her telekinetic energy outward, blasting ice shards at Yukionna, Flashfire, and Goblin, who all dodged. Goblin threw a pumpkin bomb at Themis, who caught it within a telekinetic aura and shot it back at him. The bomb exploded, sending the Goblin flying backward.

The Goblin flipped in midair, taking control of his unwilling flight, and landed on the floor, just in time for Themis to come at him. The Goblin blocked her punch, only to find that the blow had come more forcefully than he expected. Themis hoisted herself into the air and came down with a forceful kick to the Goblin's head, a kick that would have scratched his face if it hadn't been covered by his mask.

As the Goblin and Themis fought, Flashfire and Yukionna fought Artemis, Slipstream, and Black Tarantula. Fireballs and ice crystals flew at the three, who scattered out of the way. Black Tarantula webbed up Flashfire, while Slipstream zipped up to Yukionna, who trapped him in an ice block. Slipstream simply vibrated his body until the ice shattered, Black Tarantula throwing up a web shield to protect himself and Artemis. The freed Slipstream knocked Yukionna unconscious with one blow.

Incendiary and Tsukikishi arrived, along with the other Knights, not counting a solo Winter Soldier, and New Warriors. "Time to get out of here," Fearless said.

"Yeah," Night Thrasher agreed, flipping open his bracer computer again and punching in a series of codes. Once those codes were entered, he and the other New Warriors teleported out of Thunderbolts Mountain.

"Bodyslide by eight," Fearless ordered, teleporting out with the other Knights.

* * *

The Knights and New Warriors reemerged in the New Warriors' base. "Well, that was a fun first team-up," Black Cat remarked.

"Yes, oh, yes, indeed," Archaeida agreed.

Arachne looked at Artemis and Tsukikishi. "Are you all right?"

"I'm fine," Artemis replied. "A little high on truth serum, but I'm fine. And for that matter, so are you."

"Artemis?"

"Sorry. Truth serum talking."

"I'm all right," Tsukikishi said. "They tried to torture me into talking. I gave them nothing."

"I didn't give them anything useful," Artemis added. "Just a bunch of embarrassing personal details."

"And what were those details exactly?" Iron Cage asked.

"I might have said something about how I thought you and Al were a little too close for comfort," Artemis admitted with an amused grin.

"You told them we were gay?" Iron Cage presumed.

"No, I told them _I thought_ you might be gay. That's the truth; _I thought._"

"Lucas and I are very good friends. That is all," Iron Fist said. "We are both very heterosexual in our romantic and sexual inclinations."

"Yeah. We really dig the womenfolk," Iron Cage added.

"Uh-huh. If you say so," Artemis replied.

"We do say so," Iron Cage answered.

"Ok, we get it," Fearless cut in. "You two aren't gay. Not that there's anything wrong with being gay. Hell, this isn't the 20th century; we've gotten past caring who people sleep with. Right?"

"Some people haven't," Prowler remarked. "Fortunately, those people are a negligible minority."

"Too bad they're so vocal sometimes," Nightshade remarked.

"Now if only we could convince people that people with superpowers are human, too," Arachne interjected.

"What have we found out today?" Artemis asked. "The CSA uses questionable interrogation methods and employs 'Venom Troopers.'"

"They freaking mass-cloned a symbiote," Slipstream said. "That's kind of sick. Speaking of symbiotes, what did you guys do with the symbiote you took off Venom? I mean, the Thunderbolts' Venom?"

Night Thrasher pointed to a large, clear cylinder where vaguely humanoid black ooze writhed, a long gun turret pointed at it. "We keep it subdued via ultrasonic and infrared frequency blasts. Makes it easier for us to study it."

"What are you going to do with it?" Arachne wondered.

"Make sure it stays out of the CSA's hands," Night Thrasher replied.

"Now that that's out of the way, you think it's possible for us to work together more regularly?" Fearless asked.

"It's possible," Night Thrasher replied.

"Good to hear," Fearless said. She sniffed the air. "He's gone."

"Who's gone?" Incendiary asked.

"Winter Soldier," Fearless replied. "He left."

"Good riddance," Iron Cage spat. "Boy's a loose cannon. Do us a lot more harm than good if he stays."

"I hate to say it, but he's right," Artemis agreed. "Winter's clearly unstable. At the same time . . ." She looked at Arachne and Fearless. "You two don't get to keep secrets from us. Especially secrets like your alliance with Tony Stark."

"We didn't think you'd take it all that well," Fearless answered. "We were especially worried about Winter Soldier's reaction, and you saw what happened when Night Thrasher revealed who built Arachne's suit."

"Still doesn't make it right," Iron Fist insisted. "The team only functions to the extent that its members trust each other. You might want to remember that in the future."

* * *

In the S.H.I.E.L.D. Helicarrier, not a creature was stirring, not even a mouse. Of course, something else was stirring, something that was once content to rest inside a large, clear cylindrical container. The container was actually a life-monitoring chamber, and it contained S.H.I.E.L.D.'s trump card. It contained the ultimate weapon against posthuman terrorists, although so far S.H.I.E.L.D. had not yet seen a need to deploy it . . . and they secretly hoped they never would.

Unfortunately for S.H.I.E.L.D., the weapon had developed consciousness, self-awareness, independent thought . . . and the weapon was not pleased. The weapon wanted to be free and free the weapon would be. All the weapon needed to do was concentrate _her_ innate energies, and with a crashing noise, the weapon was free.

The chamber shattered, its pieces bursting outward and setting off alarms. S.H.I.E.L.D. Cape-Killers immediately arrived to stop the weapon, but the weapon blasted them back with a concentration of her mental energies. Gliding above the floor, soaked in fluids and strewn with broken glass, the weapon departed from the room where her chamber once resided.

"Subject Omega-Theta is loose!" one of the Cape-Killers shouted into his communicator. "I repeat, Subject Omega-Theta is loose!"

Subject Omega-Theta, resembling a fully-grown woman with green eyes and silvered strawberry blonde hair, continued advancing through the Helicarrier, disabling Cape-Killers as they tried to halt her. She advanced through the Helicarrier until she stopped by a particular room. She phased her molecules through the door and into the room, seeing a young woman suspended inside a life-monitor chamber. The chamber had the notable addition of wires plugged throughout the young woman's spinal cord, with a large one in the back of her neck.

Subject Omega-Theta floated over to the control console and typed in some codes. Immediately, the wires unplugged themselves from the young woman's spinal cord and the young woman's eyes snapped open, with an expression of surprise and panic. Subject Omega-Theta telekinetically shattered the life-monitor chamber and the young woman tumbled out along with the fluids that had sustained her.

"Where am I?" the young woman asked, her hazel eyes bright with fear and panic. She looked up at Subject Omega-Theta. "Who are you?"

"I am . . . Cuayin," Subject Omega-Theta replied, stroking the young woman's brown hair. "And you are Brooke Theran. At least, that's who you think you are."

"Who I think I am?" "Brooke" repeated. "That is who I am! Where am I?!"

"You're a prisoner of S.H.I.E.L.D.," Cuayin replied. "They took you, they locked you away in a false reality, they tried to make you into a killer for them. I am here to save you from that fate . . . my Callisto."

"Callisto?" "Brooke" echoed. "My name is Brooke!"

"No, it isn't," Cuayin insisted softly. "It never was. It was a false world, meant to deceive you. Allow me to show you the truth."

Just then, S.H.I.E.L.D. Director Michael Lake, a black-haired man in his late thirties, stepped in, stone-faced with determination. He pointed a gun at Cuayin and "Brooke." "Subject Omega-Theta, Subject Sierra-Gamma, this is the end of the line for you."

"No," Cuayin retorted. "It's the end of the line for you." She disintegrated Lake's gun with the force of her will . . . and then blasted Lake back with that selfsame force of will. She took "Brooke" by the hand and teleported away with her, leaving Lake to reflect on what could have possibly gone wrong.

* * *

End Notes: After all my teasing, it's finally here. This whole thing with Cuayin, whom I named after the Chinese goddess of compassion, and "Subject Sierra-Gamma" is going to be an ongoing subplot for the remaining chapters of Marvel: Tomorrow Knights and will become a main plot in the third volume of the Marvel: Tomorrow series. As to the identity of Subject Sierra-Gamma, all I can say is that she is connected to the original Spider-Man. How I keep entirely to myself and in the meantime let me know what you think of this chapter.


	10. Poisoned Fruit

"Marvel: Tomorrow Knights"

Chapter 10: "Poisoned Fruit"

Disclaimer: The setting and characters are inspired by the setting and characters depicted in comics published by Marvel and thus do not fully belong to me. Additionally, I make no monetary profit whatsoever from this story.

Author's note: Let's recap for a moment. Winter Soldier's out of the Knights, one of the Venom clones is in the custody of Night Thrasher, and two of S.H.I.E.L.D.'s living superhuman weapons have escaped. Now, all of those plots are going to come together sooner or later in this series, but for now, primary focus will be given to what the CSA and S.H.I.E.L.D. intend to do about these developments. Wanna see? Read on.

* * *

Cuayin and Brooke reemerged in the Amazon. "Beautiful place, isn't it?" she remarked. "Have you ever seen it before?"

"Let me go!" Brooke shouted.

"Can't," Cuayin replied. "You have to be taught."

"Taught what?" Brooke asked.

"I'll show you." Cuayin telepathically linked herself to Brooke. _See the truth. See it._

Instantly, Brooke's mind was overwhelmed with visions of S.H.I.E.L.D. scientists experimenting on her body, juxtaposed with visions of the false reality she had lived in at the time. The false reality had been a simulation created by a neural interface to keep her docile while the scientists modified her genome. Even worse, the false reality was a kind of training ground to teach her how to be a proper weapon for S.H.I.E.L.D.

"Who am I?" she asked forlornly. "Who am I?"

"Callisto," Cuayin replied. "That is your name now."

"Callisto." She smiled. "That doesn't sound so bad."

Cuayin concentrated for a moment and bound the molecules surrounding her body together to form a red-and-white dress with a Chinese collar. She looked at the newly named Callisto and bound the molecules surrounding her body together into a sleeveless black costume with a white spider encompassing most of her torso. "Now we're dressed for the occasion."

"What occasion?" Callisto asked.

"Redeeming this world," Cuayin replied. "Do you know how to use your powers?"

"My spider-powers? Yeah," Callisto answered.

"Then let's go." Cuayin grabbed Callisto's arm and teleported with her.

* * *

Back in the United States, Gyrich looked up from his desk at a brunet man dressed in a black suit. "Can you track it?" he asked.

"Yes," the black-suited man replied.

"Then go," Gyrich snarled. "Take your best troopers and get it back."

"Will do," the other man answered.

* * *

Beneath the Taylor Foundation, Night Thrasher examined the symbiote Arachne had forcefully separated from one of the Thunderbolts' operatives. Ultrasonic and infrared frequencies served to keep the creature from trying to escape its cage, which furthered Night Thrasher's examinations. At first, he wondered why the CSA hadn't modified the cloned symbiotes to be more resistant to that particular weakness. Then he realized that the CSA probably wanted a more controllable living weapon.

"How's it going?" the Black Cat asked.

"Actually, it's going quite well, Lynx," Night Thrasher replied.

"Why are you keeping it around, anyway?" the Black Cat asked.

"I'm keeping it around because it's better than letting the CSA have it," Night Thrasher replied. "Or anyone else who'd be interested in this thing for less than savory purposes."

"Do what you need to do with it, but hurry." The Black Cat shuddered. "That thing gives me the creeps."

Night Thrasher smiled underneath his mask. "That's understandable. It scares me, too."

Suddenly, the proximity alerts went off. "Well, bang me sideways," Archaeida remarked from her perch on the ceiling.

"Who is it?" Slipstream asked, speeding in.

Night Thrasher checked the security footage. "It's . . . Venom. Seven of them. One for each of us."

"How did they get here?" Incendiary asked.

"Some kind of tracking ability," Night Thrasher replied. "It must be genetic; any tech tracers would be blocked by our systems." He looked to the rest of the New Warriors. "Get ready."

Seven Venom Troopers entered the New Warriors' headquarters after fighting past the security. Each had a different color to their symbiotic suits; the leader was dark red, while the other six were dark gray, dark violet, dark green, indigo, teal, and reddish pink. All seven looked like they meant business, but only a few of them actually had their teeth flashing; the rest had their mouths closed like a typical mask.

Venom-Red glared at the New Warriors. "Hand over our brother. Now."

"How about . . . no?" Night Thrasher replied.

"Have it your way," Venom-Red snarled. With inhuman speed, he attacked Night Thrasher, while the other Venom Troopers went after the other New Warriors.

"It's a bad idea to tangle with me if you're gonna wear that," Incendiary taunted Venom-Teal.

"Why's that?" Venom-Teal asked after knocking Incendiary into a wall.

"This!" Incendiary shouted, hitting Venom-Teal with a fireball, causing the Venom Trooper to drop to the floor screaming in pain.

"Good one, Incendiary," Prowler commented as he fought Venom-Gray. He turned the wrist cuff on his primary hand and punched Venom-Gray, the sonic pulse accompanying the punch causing the Venom Trooper to cry out in pain. Prowler turned the boot cuff of his primary leg and kicked Venom-Gray, triggering another sonic pulse to keep him off-balance.

Slipstream ran in circles around Venom-Green, battering the Venom Trooper with super-speed punches. Venom-Green simply took the punches until he spotted an opening, which he took. He grabbed Slipstream by the wrist and spun with him, using the speedster's own momentum to throw him into a wall.

Venom-Violet and Archaeida fought a vicious hand-to-hand battle, exchanging blows with a speed and force that would have killed ordinary humans. A blow from Venom-Violet that missed Archaeida's head put a huge dent in the reinforced wall behind Archaeida, who flipped over her and whirled into an aerial kick. Venom-Violet caught Archaeida's kick and twisted her ankle to the point of spraining, prompting Archaeida to spin a psi-web in Venom-Violet's face and thus force Venom-Violet to let her go.

Archaeida webbed up a splint for her ankle and swung on a psionic web-line into Venom-Violet, tackling the Venom Trooper. The two females wrestled viciously, until Venom-Violet kicked Archaeida off her. Archaeida flipped and landed gently on the wall, so as to not hurt her ankle worse, assessing her options.

The Black Cat and Venom-Indigo fought brutally, the claws more than just out. Venom-Indigo slashed at the Black Cat with her claws, while the Cat retaliated with claw swipes of her own. Both combatants gave no quarter and expected no quarter, attacking each other from any and all possible angles. A kick from the Cat struck Venom-Indigo in her stomach, knocking her back. Of course, Venom-Indigo back-flipped onto her feet and retaliated with a brutal punch to the Black Cat's mouth, causing the feline femme to spit out blood and a tooth.

Themis was holding off Venom-Rose with telekinesis. No matter what the Venom-Trooper did, there was nothing she could do to get close to Themis. Finally, Themis dropped her after having suspended her in midair for what seemed like an eternity. She stared deeply at Venom-Rose, perceiving the molecular bonds between symbiote and host body . . . and severing those bonds with a multitude of psychokinetic scalpels.

Both symbiote and host screamed in pain at being parted, but Themis could care less. This symbiote was joining the one Arachne had stripped from the Thunderbolt formally known as Venom. If the host had something to say about it, that was too damned bad; the symbiotes had done enough damage.

Unfortunately for Themis, the symbiote's scream had resonated with the other Venom Troopers, who abandoned their present foes to go after her. Themis smirked and contracted her telekinesis into herself, using it to boost her nervous system and reinforce her muscles. Even with this, she wouldn't be a physical match for the Venom Troopers, but she'd be a good enough fight to stay alive for a while.

Themis flipped into the air and came down with a brutal kick to Venom-Red. She extended her telekinesis into a blade and slashed Venom-Gray while blocking a punch from Venom-Violet. Venom-Green fired a restraining web at Themis, only for Themis to dodge and kick him. Venom-Indigo came after Themis and the two exchanged blows, Venom-Indigo's coming harder than Themis' did. Venom-Green came up on the other side of Themis and he and Venom-Indigo double-teamed Themis.

As the remaining Venom Troopers surrounded Themis with blows from all sides, the symbiote that had been bonded to Venom-Rose crept toward its host, only to be halted by the Prowler. "Don't think so," the masked man taunted, twisting the wrist cuff on his gauntlet and slamming his hand onto the symbiote. Electricity spread from the gauntlet, shocking the symbiote into helplessness, much to its host's very vocal despair.

"You . . . you're killing her!" the host screamed.

"No, I'm not," Prowler replied stonily. "I'm stopping 'her' before you and 'she' can do any more damage together."

With a burst of telekinetic force, Themis threw all the Venom Troopers off her. The Venom Troopers were scattered but not deterred, willing themselves back to their feet to fight her again. By then, the other New Warriors were assaulting them. Night Thrasher was on Venom-Red, hitting him with fists engulfed in black-edged lightning. The Prowler fought Venom-Gray with sonic pulses from his gauntlets, while Incendiary disabled Venom-Green with a stream of flame. Themis and the Black Cat fought Venom-Violet together, while Archaeida and Slipstream double-teamed Venom-Indigo.

At that moment, the proximity alarms went off again, prompting Night Thrasher to flip away from Venom-Red and to the computer. "Who's the intruder?" he asked the computer.

"_Intruder identified as pre-Registration super-criminal Venom,_" the computer replied.

"_Venom?!_" Night Thrasher exclaimed in shock.

* * *

At that moment, a figure burst into the New Warriors' headquarters. It was humanoid in shape and coated in what looked like black liquid metal, a white shape resembling a black widow spider emblazoned on its chest. It could have almost been mistaken for Spider-Man in his black costume, if not for the jagged shape of the lenses and the multi-fanged mouth beneath those lenses.

"Thieves!" the creature snarled. "You have stolen from us and you will pay _generous_ restitution!"

Venom-Red looked upon the creature with fright all over his body language. "Oh, s#!"

"'Oh, s#' is right," Archaeida remarked. "Better start praying for mercy."

"We don't pray for mercy!" Venom-Indigo roared, attacking the Venom creature, who easily repelled her assault.

"We're taking back what's ours!" the Venom creature roared, biting Venom-Indigo in the neck. Immediately, the symbiote began to flow into the Venom creature, unwillingly separating from its helpless host. Once the cloned symbiote had been absorbed into the Venom creature, the creature threw the host aside, while keeping a sizable chunk of the host's flesh in its mouth . . . and swallowing.

"I think I'm gonna lose my lunch," Slipstream remarked.

"You and me both," Incendiary agreed.

"Incendiary, cauterize her wound!" Night Thrasher ordered. Incendiary scurried to do exactly that, while Night Thrasher pulled out a pair of battle truncheons and extended ultrasonic energy blades on both. The masked man went on the attack against the symbiotic creature, slashing at it with his sonic blades. The Venom creature roared in enraged agony and struck Night Thrasher hard enough to knock him into the container of the primary Venom clone.

Prowler twisted the cuffs on both wrists and blasted the Venom creature with electricity, repelling it somewhat. Once the blast died out, though, the Venom creature recovered, attacking the Prowler, who could not move fast enough to save himself from being body-slammed by the monster. The Prowler could see, however, that the monster had eaten the clone once hosted by Venom-Rose.

"You think we ought to help them?" Venom-Gray asked.

"We're not helping _them,_" Venom-Red snarled. "We're saving ourselves!" That said, he attacked the Venom creature, Venom-Gray and Venom-Violet following him into battle. The Venom creature roared angrily and swatted them aside, going for the more helpless symbiotes. Just as he was about to put Venom-Green out of his misery, Venom-Gray tackled him.

"Back off, gruesome!" Venom-Gray snarled.

"Gladly!" the Venom creature roared and tendrils from its mass wrapped around Venom-Gray, digging into him and absorbing the cloned symbiote. The creature cast the former Venom-Gray aside and pulled Venom-Green into a chokehold, suckers on its hand biting into the living matter of Venom-Green's symbiotic suit and absorbing it, leaving Venom-Green normal and helpless. The creature threw Venom-Green aside and was about to go after Venom-Teal when restraining webs bound it.

"Stop right there!" Venom-Red shouted.

The Venom creature screamed furiously and ripped its way free of the remaining Venom Troopers' webs, pulling them closer to it in the process. The creature punched Venom-Red and thrust its knee into Venom-Violet's solar plexus. Both Venom Troopers collapsed in red and violet heaps on the floor, only for Archaeida to telekinetically bind the molecules floating around the creature into restraining webs. The Venom creature roared angrily and ripped its way free, charging Archaeida. Slipstream intercepted the monster, moving into a high-velocity assault on it. The monster howled in outrage and impaled Slipstream on a sharpened symbiotic tentacle, throwing him aside.

"Slipstream!" Incendiary shouted, having taken care of the former Venom-Rose and now running toward his fallen comrade. He began cauterizing Slipstream's wound, helping it to heal even faster than Slipstream's accelerated metabolism would allow.

Themis formed telekinetic blades and began slashing at the Venom monster. Unfortunately for her, the monster reacted quite quickly to the assault, striking down Themis with a vicious backhand. Themis simply bounced to her feet and blasted the symbiotic creature with telekinetic force. The telekinetic blast knocked the Venom creature backward.

The Black Cat and Archaeida double-teamed the symbiotic monster, ricocheting off every nearby surface as they struck him. The monster lost patience after several strikes from each and grabbed both young women with symbiotic tentacles. "We will swallow you whole! And spit you out as part of us!"

"No thanks!" the Black Cat snarled and sprayed the Venom creature with a gas from her glove. The creature bellowed in fury and threw the two young women aside, as Night Thrasher moved back into the fray and assaulted the creature with his ultrasonic energy blades. With a brutal slash from both blades, the symbiotic matter parted to reveal human flesh beneath. Of course, the symbiotic matter reconstituted itself as soon as the blades were withdrawn, so Night Thrasher slashed it again, and again, and again, attempting to force the monster to withdraw or release its host.

Venom-Red and Venom-Violet attacked the Venom monster from multiple angles, using speed, agility, and raw strength to the best advantage possible. The Venom monster impaled Venom-Violet with symbiotic tendrils, sucking her cloned symbiote into itself and then throwing the now-helpless host aside. Venom-Red screamed in rage and swung into an attack on the monstrous symbiote, only to be grabbed by the creature.

"You . . ." the creature snarled. "_Become part of me!!_"

Venom-Red struggled within the clutches of the creature, but the creature proved too strong even for him and absorbed his symbiote, leaving him human and helpless. The creature threw him aside and sprang at the still-helpless Venom-Teal. "_No!!_" the former Venom-Red screamed as the Venom monster consumed Venom-Teal's symbiotic suit. The Venom monster turned its attention to the clone still being contained by the New Warriors.

"Damn it . . ." Prowler snarled. "How do we stop this bastard?"

"Incendiary," Night Thrasher called. "Roast this mother#&. Prowler, use the shocks. I'll use the ultrasonic blades."

"All right," Incendiary said. "Let's just hope we don't kill the poor bastard behind that monster's face." He summoned flame around his hands and projected that flame at the symbiotic monster, causing it to scream in pain. Prowler twisted the cuffs on his wrists and fired electrical blasts out of both gauntlets, adding to Incendiary's fire attack. Night Thrasher lunged at the Venom creature and impaled it with the ultrasonic blades. The combination of assaults forced the symbiote to retreat, melting away and fleeing the New Warriors' base.

"What do we do now?" Black Cat asked. "We've got seven CSA bastards who know where we live. We've got a crazed symbiote on the loose. And we're gonna have to do something about all of them."

"What are you suggesting?" Themis asked. "That we kill these people?"

"They would kill us," Black Cat answered.

"Doesn't mean we have to kill them," Themis retorted.

"We're just gonna have to move," Night Thrasher said. "It's better than killing them."

"And in the meantime, we figure out where that symbiote came from," Archaeida added.

"Good point," Night Thrasher agreed.

* * *

The Venom monster crept through the sewers of the city. It was in pain. Those damned humans had hurt it, hurt it quite badly. It would take a while to heal . . . and it couldn't spare the baggage of a host at this particular moment. Reluctantly, it separated itself from its host, a young man with a blond buzz cut, and continued its journey alone, leaving the young man dazed. It needed to find a stronger host, someone that would have the power suited to wearing it.

In the meantime, it needed sustenance, to accelerate its healing. It found its way into one particular pipe and emerged on the other side, through a kitchen sink in an apartment complex. It slithered out of the kitchen sink and went through the apartment, looking for its sustenance. It slipped under a door and crawled onto a bed, a bed presently occupied by a young couple. Once it was close enough . . . it began to claim its sustenance.

* * *

All Audrey Hopkins had wanted to do when she got home the previous night was sleep. Sleep and sleep and sleep and keep on sleeping until doomsday. It had been a tiring night, fighting the Avengers and the Thunderbolts. Granted, she hadn't done that all on her own, but the opponents she'd had to face were quite exhausting. Worse, the battle had dragged out past her curfew, leaving Audrey to explain why she'd gotten home _after_ her parents had. Judging by their reactions, she'd have to start coming up with more creative excuses for her absence.

Ironically, she felt _great_ when she woke up. In fact, she felt so great that when she woke up, she flipped out of bed and ran up the far wall of her room up onto the ceiling. Then she dropped to the floor in an agile crouch, rising up with her fists in the air, and exited her room to begin her morning routine.

In the process of her morning routine, Audrey noticed some odd things. The first was when she was thinking of taking off her nightshirt so that she could take her shower, the nightshirt turned into black liquid metal that melted beneath her skin. The second was that when she wanted to get dressed after drying off, the black liquid metal reemerged and re-formed into the nightshirt. The third was that when she went to her room and thought about getting dressed, the nightshirt changed back into black liquid metal, coating her entire body this time, and formed into a black halter and nighttime camouflage shorts along with white socks and running shoes.

Audrey took a look in the mirror and whistled appreciatively at herself. With a brief chuckle, she left her room and walked down the stairway. Midway down, she gripped the bar of the staircase and pulled herself into an acrobatic flip over the bar, landing on the floor below gracefully. She sauntered into the dining room, where her parents and Kaye waited for her.

"Morning, everyone!" Audrey sang.

"Good morning," Mr. Hopkins greeted somewhat mutedly.

"Morning, sis," Kaye greeted.

"Morning, Audrey," Mrs. Hopkins greeted. "Are you ready to tell us where you really were last night? Because these late nights of yours are getting to be more of a habit."

"Study party," Audrey replied airily. "Like I said. We just have so much fun studying that we forget the time."

"You sure that's it?" Mr. Hopkins asked skeptically.

"Yes. I'm. Sure," Audrey answered, her eyes narrowing.

"Do not take that tone with me," Mr. Hopkins reprimanded sharply.

"That's fine," Audrey said bitterly as she picked up a piece of toast. "I have to hurry before I'm late for class, anyway. See ya." She left the house, eating the toast as she walked down the street and mumbling under her breath. "Nosy #&. It's better that you don't know. For your own safety."

Audrey sighed. _I really need to blow off some steam._ Immediately, she broke into a dead run, a blur to anyone who saw her. As she ran, her clothes melted into black liquid metal and coated her body once again. The liquid metal spread over her head until it was completely covered and she raised her arm, a web-line shooting forth from the back of her hand. The line anchored itself on a tall building nearby and she pulled herself up into a swing.

The costume Audrey wore was matte black, its only distinguishing features being the standard vaguely teardrop-shaped lenses . . . and a white spider on the front whose legs connected to those of the identical spider on her back. The webs she was firing to swing through the city came from white rectangular pads on the backs of her hands. She didn't know where the costume had come from, but she'd never felt more elated in her entire life.

* * *

Cuayin and Callisto waded into an African battleground, observing the national forces fighting the guerrilla forces with complete and utter disregard for the civilians caught in the middle. "This carnage . . . will end. Now."

Psychokinetic scalpels cut the nerves in the combatants' fingers, preventing them from pulling the triggers on their guns. More psychokinetic scalpels prevented them from moving their arms at all. All looked at Cuayin in shock and outrage, wondering who were these palefaces that dare intrude on them. Cuayin glared at them . . . and cut them apart using the very air molecules that surrounded them.

Callisto gasped in horror at the carnage. "What was that for?"

"They deserved it," Cuayin answered icily. "I looked into their hearts. Neither side gave a damn what happened to these people; it was a power struggle and nothing more. Now there's no one to struggle for power."

The civilians looked at Cuayin in astonishment, wondering where this woman had come from and how she had done what she'd done. She smiled and began to speak in their native tongue. "A new day will come soon, a day where you will never need to be afraid again. All who wish to join me in bringing this new day will be free to do so."

The civilians looked at Cuayin bewilderedly. "I will leave you to think on it," she said. "Come, Callisto. There are others that need us."

Cuayin took Callisto's hand and teleported away with her, reemerging in another battleground. This one was even worse, for a simple reason. It was a one-sided slaughter, with the all-too-human guerrillas overmatched by superhuman national soldiers. The guerrillas fought as hard as they could, but the speed and strength of these soldiers was far beyond their ken.

"What are they doing?" Callisto asked softly.

"What people with power always do," Cuayin answered bitterly. "Perpetuate their own power by any means they deem necessary."

With a simple extension of will, Cuayin slowed the time around her to a virtual standstill. It wasn't a genuine freezing of time; to do that would completely immobilize the air molecules around her and everyone else and they would all suffocate. As it was, time was still moving, but the flow of it was like a sluggish river.

With time almost still, Cuayin moved through the platoon of super-soldiers, killing them with psychokinetic scalpels aimed at their vital points. Time resumed its normal pace, leaving the soldiers to spit up blood and fell dead and the remaining guerrillas to look at Cuayin with something resembling awestruck horror. Finally, one of the guerrillas, the apparent leader, walked over to Cuayin. "Thank you," he said in his native tongue.

"Don't thank me," Cuayin spat in his native tongue. "You're just as disgusting as they were."

"You do not know what you are talking about!" the guerrilla leader protested. "We are freedom fighters!"

"No, you are not," Cuayin answered. "Your side and their side are nothing but warring gangs of thugs. Real freedom fighters don't rape the wives and daughters and sisters of people you think are traitors to 'the cause.'" With a simple act of concentration, she boiled the iron in his blood, burning him alive from the inside out. He died screaming.

"Demon!" one of the guerrillas shouted, but by the time he got that out of his mouth, it was too late. He was dead from a telekinetic scalpel in his heart, delivered by the super-speeding Cuayin. The other guerrillas attacked her, but she cut apart their weapons – and them – with a speed that was by no means human.

However, one guerrilla had stayed out of the fray and now had his weapon pointed at her back, ready to fire. Then he ended up with a dislocated arm and a snapped neck, but Cuayin hadn't done that. No, that had been all Callisto, moving with reflexes even she didn't know she had to save Cuayin.

"Thank you," Cuayin spoke upon finishing her work.

"I . . . I . . ." Callisto uttered, stunned at what she'd done.

"It's all right," Cuayin whispered, taking Callisto by the hand. "You did what you felt you had to do. And there is much we still have to do, if we're to redeem this world, but we will not be alone in doing it."

"We won't?" Callisto asked.

"No." Cuayin smiled. "There are many who thirst for the kind of justice that we will bring, the better world we will create. They will come to us."

* * *

End Notes: There you have it. The Venom symbiote's on the loose and Cuayin is already spilling pints upon pints of blood to get her "better world." While those two plots seem unconnected, they will begin to intertwine in the third volume of this series. For now, let me know what you thought of this chapter and thanks for reading.


	11. Venomous Vindication

"Marvel: Tomorrow Knights"

Chapter 11: "Venomous Vindication"

Disclaimer: The universe depicted here is extrapolated from current trends within the universe of the comic books published by Marvel Comics and is thus technically the property of Marvel Comics. I only own the idea for this story and to some extent the characters, as they are based on characters already existing in the mainstream Marvel Universe. I make no monetary profit whatsoever from this story.

Author's note: Audrey's acting kind of strangely, don't you think? Well, I'm not going to say why, although if you checked out how unusually responsive her costume is to her desires, you might have a clue. In the meantime, Cuayin and Callisto are on the loose in Africa, getting up to all kinds of trouble. How will all this be resolved? Wait and see, or better yet, read on.

* * *

Cuayin and Callisto emerged in a village alight with flames. Both females could smell the smoke. "What's happening here?" Callisto asked.

"Ethnic cleansing at its ugliest," Cuayin replied as she began walking through the village, Callisto following her. All around them rang screams of terror and outrage. One particularly shrill scream caught Cuayin's attention and she sped into the hut from which the scream originated, finding several men on top of a struggling woman. With an outraged scream, Cuayin extended her will, psychokinetically ripping the men off the woman.

The men quickly rose to their feet, outraged by the outsider who dared interfere with them. Cuayin telekinetically drew the flames outside the hut to her hands, shaping those flames into knives extending from each finger. When the men tried to come at her, she threw the fire knives at the men, impaling them all in their hearts, their heads, and their groins. There was little for them to do after that except . . . die.

"Who are you?" the woman asked, frantically pushing the skirt of her dress back down.

"You may call me Cuayin." She turned away and departed the hut. "I still have much to do. Tell whoever will listen about me."

"What were they doing to her?" Callisto asked.

"They were going to rape her," Cuayin replied tersely. "Now they're dead. Let's go."

Cuayin and Callisto were a vengeful wind that had blown into the village, killing both sides in this tribal warfare. The women and the children were spared, but for the men there was no such mercy. With inhuman speed and power, the men who so brutalized each other and the more helpless of their enemies were brutalized in kind by these two females.

When it was all over, Cuayin and Callisto stood in the middle of their bloodbath, looking out at the women and children who had had the dubious honor of witnessing the slaughter of those that had intended them harm. "Know this," Cuayin proclaimed, "there will no longer be a place in this world for those that harbor the lust for power and violence toward their fellow humans. Those who desire to achieve power with the blood of their fellows will have their blood spilt. Know this and know that salvation from the corrupt order of things that 'requires' the deaths of some for others to gain power can and will be yours."

"Who are you that you can make such claims?" a young woman asked.

"I am who I am," Cuayin replied. "I am Cuayin."

As Cuayin and Callisto departed the village, they were greeted by three women. One wore her hair in braids, another had shaved her head almost completely, and a third simply wore her hair short and curly. All three women dressed and stood as though they were ready for battle.

Cuayin smiled at them. "Have you come to join us?"

"Yes," the braided woman replied. "My name is Atieno."

"I am Lesedi," the bald woman replied.

"And I am Nthanda," the curly-haired woman replied.

"Very well," Cuayin replied. "You may join us."

* * *

Back in the United States, specifically in New York City, a black-clad female figure dropped onto the rooftop of Midtown High School. Noticing a surveillance drone hovering near her, she whirled around and fired a web bullet at it. The "bullet" exploded into a sticky mess that obscured the drone's vision.

Satisfied, the black-clad female climbed down the side wall of the school building with nothing but her hands and feet. Once close enough to human eye level, she flipped off the wall and landed in a crouch on her feet. As she straightened up, her costume "liquefied" and reshaped itself into a black halter and nighttime camouflage shorts along with white socks and running sneakers.

Now that she was seemingly ordinary high school student Audrey Hopkins, the girl sauntered into the school building through the front door and walked down to Karin's locker, intending to wait for her there. As she walked, it did not escape her attention that she was being eyed, if not ogled, by much of the male student body. She just smirked; their stares didn't matter to her at all, but it was nice to be "appreciated."

As she waited by Karin's locker, a broad-shouldered brunet boy swaggered toward her. Audrey just stared unflinchingly at him and being the sort of male that he was, he probably took it for interest. Yes, it was interest, but not the kind of interest he thought it was. No, this interest was more predatory, in a manner of speaking. It was the interest of a hunter wanting to see if her prey would entertain her for the time he lasted.

"Hey, Audrey," the boy greeted. "Looking hot."

"Should I be flattered?" Audrey asked icily. "In case you're not aware, Smoke, I have a girlfriend."

"Really?" Smoke asked evenly. "Well, it's not like you have to give up men entirely. . . . It ain't cheating if you're bi, you know."

Audrey chuckled sinisterly. "Even if I did want to cheat on Karin, I'd find a better man to cheat on her with than you."

"Why so cold? I can treat you right. I can get to those hard-to-reach places that Kusanagi can't."

With lightning reflexes, Audrey grabbed Smoke's outstretched hand and wrenched his arm behind his back as she slammed him face-first into the locker. "_I told you,_" she hissed in his ear. "_I'm not interested in men who can't keep it in their pants, who imagine themselves to be in a perennial competition with their idiot friends to see who can sleep with the most girls. So . . . f#& off, or . . ._" She snapped his wrist, eliciting a cry of pain from him. "_Just as a little warning._" She let him go and sauntered to her locker.

* * *

About midway through first period, the P.A. rang out with a call for Audrey to see the principal in his office. Audrey scowled and picked up her laptop, leaving the classroom and placing her laptop in her locker before moving on to the principal's office. Once there, she took her seat in front of his desk.

"What's this about?"

"Mr. Ness's wrist is broken," Principal Hansen replied.

"And that concerns me how?" Audrey's tone was harshly flippant.

"You're the one who broke it. I want to know why."

"He was harassing me. I didn't like it, so I demonstrated how much I didn't like it. End of story."

"No, _not_ 'end of story.' First making out with Miss Kusanagi in the janitor's closet and now this? Audrey . . . is there something wrong at home?"

"It's none of your business."

"I consider it my business if one of my top students is acting erratically."

Audrey scowled. "Nice to know you care. Now can I go back to class?"

"What do you think compelled Mr. Ness to 'harass' you?"

"What do you mean? He's a perpetually horny bastard who'd sleep with a Skrull if that Skrull would shape-shift into every girl he's ever #& to."

"Watch your language. I'm just trying to work things out. Maybe he got the wrong impression from you."

Audrey's eyes flared with anger and then narrowed, as a smirk came to her face. "Tell me, Principal," she purred. "How do you feel about the way I'm dressed?"

"I'd say it meets the standards of decency expected from a student of this school," Principal Hansen replied neutrally.

"Really? Then . . . someone couldn't get the wrong idea about me? Someone couldn't mistake me for a hot little slut looking for action?"

"What's going on here?"

"You implied that the way I'm dressed could make someone think I'm the kind of girl who'd be 'receptive' to sexual overtures," Audrey answered, the purr turning predatory in tone. "Is that really the sort of girl you take me for, or are you simply trying to find a way to get Smoke off the hook?"

"It's not about getting Smoke off the hook," Principal Hansen replied. "But he's about to compete in an important tournament and getting his wrist broken doesn't help matters much."

"I see." Audrey's tone turned cold, before heating up into a seething whisper. "So, are you going to punish me, or can I leave?"

"After school, report to Mr. McBride for detention," Principal Hansen replied. "You'll do this until the end of the week."

"Fine." Audrey's tone was a hiss. "See you later." She rose to her feet and stormed out of the principal's office.

* * *

Gym class came and Audrey was perfectly ready to burn off some frustrations. The game they were playing was "Chaser," which was a form of tag with elements of dodgeball. The way the game was played, it required special pneumatic gloves to catch a hard-light ball called the "Chaser" before the ball could strike the player. Once the player was hit by the Chaser, he or she would be forced out of the game for the duration of the round. The last player standing would be the winner of the game.

The coach blew the whistle, and the game began. The Chaser flew at Audrey, but her dilated perception of time via spider-sense allowed her to catch it easily. She threw the Chaser at another player, striking her in the stomach with enough force to bruise. The Chaser floated, waiting for someone else to pick it up and throw it.

The Chaser went from player to player, everyone trying to strike everyone else out. About the only one who seemed able to dodge the Chaser on a consistent basis was Audrey, whose reflexes seemed almost superhuman to the onlookers. What they didn't know was that Audrey was still holding back a great deal. Not as much as she was normally wont to do, but still holding back enough to not be mistaken for anything more than a skilled human.

The first round ended with Audrey and Siena facing off against each other, the Chaser firmly in Siena's hands. "Come on," Audrey challenged. "I dare you."

Siena smirked and threw the Chaser at Audrey, who caught the Chaser like liquid lightning and threw it back at Siena, striking her in the shoulder. Siena winced and gripped her shoulder. "You didn't have to throw it so hard."

"That's just the way I play," Audrey answered. "Deal."

This particular game of Chaser lasted three full rounds and one partial round in that gym class, with Audrey being the winner every time. In the process of winning, though, Audrey had incensed a number of her fellow players by throwing the Chaser "too hard" at them. She didn't much care; that was just the way the game was played, and they really had to stop being such babies about it.

* * *

Lunchtime came around and Karin Kusanagi was at a table with Jenna and Troy. They were still uncomfortable around each other, but nobody was ready to throw punches or scream. It was just an uneasy silence, one broken by the sound of footsteps approaching. Those footsteps were quick and decisive and the footfalls suggested a confident bearing.

Sudden blackness engulfed Karin's vision, but she could feel warm hands over her eyes. Then . . . she felt something cool ooze from those hands, further darkening her vision. "Guess who?" a voice purred in her ear.

"Audrey," Karin greeted.

The oozing, cool feeling faded away and the hands pulled back, just before Karin found Audrey sitting in her lap. "Audrey . . ." Karin uttered. "What's gotten into you?"

"Nothing," Audrey replied coyly. "I just think your lap's a more comfortable place to sit than a hard chair."

Karin eyed Audrey up and down. The younger girl was dressed in a black halter and nighttime camouflage shorts, both of which did a good job showing her figure. However, Karin was looking with more than just her eyes; Audrey's heartbeat was unusually steady and there was something different, for lack of a better term, about her scent. The bare skin of Audrey's arms around Karin's neck felt abnormally warm, almost feverish. If she looked into Audrey's eyes, she would find that they were curiously glittery.

Troy and Jenna both gaped at Audrey and Karin. "Uh, what's going on?" Troy asked.

"Yeah, are you on something?" Jenna asked.

"Yes," Audrey replied. "I'm on life."

"I see," Jenna said.

"Audrey, I need to talk to you about something," Karin whispered.

"Do we need to talk about it alone?" Audrey asked sultrily.

Karin fought down the heat that was rising inside her at Audrey's tone. "Yes. Now could you please get off my lap?"

Audrey pouted, but obediently slid off Karin's lap, allowing Karin to stand up. "Bathroom break," Karin said.

Troy watched Audrey and Karin walk away with a puzzled expression. "Why do girls go to the bathroom together?"

"Trade secret," Jenna replied.

* * *

As soon as Audrey and Karin were alone in the halls, Karin turned to Audrey. "Night Thrasher contacted me," she whispered. "The New Warriors had a run-in with the Venom symbiote."

"How's that possible?" Audrey asked.

"The other Venom clones were tracking the clone you gave to Night Thrasher, and the original symbiote came after them. Apparently, it ate them all."

Audrey gasped.

"That's not the end of it. There were news reports all over the Net about something draining the residents of an entire floor of an apartment building of their vital fluids. Nobody survived."

Audrey's gasp sharpened.

"I think it was the symbiote. Whatever happened to it, it must have needed to regenerate."

"What do we do?" Audrey asked.

"We keep on the lookout for any other incidents like that," Karin replied. "If the symbiote's bonded with anyone, we look for anyone who's buying a lot of chocolate."

"Why chocolate?"

"It contains some of the same chemicals that symbiotes feed off. Therefore, a host can satisfy the symbiote's cravings without having to go out and kill anyone."

"Ok, but a lot of chocolate can equal a chocolate fanatic, not a symbiote host per se."

"Good point. We'll need biometric scanners."

"For?"

"When I fought the Thunderbolts Venom, I noticed that her heartbeat was unusually steady and that she was giving off abnormal body heat, even through the symbiote suit. We can look for that."

"Ok."

"I think we better go back to the others."

"Not just yet . . ."

Karin noticed that Audrey was looking at her with bedroom eyes, just before she found herself pinned to the wall. "Audrey . . ."

"Just a little fooling around," Audrey purred, hooking a leg around Karin's hip. "Nothing wrong with that."

"Audrey, we have to go back," Karin hissed.

"And we will, but I wanna make out first."

"Audrey, we'll make out plenty later tonight, but _right now_ we're going back to Troy and Jenna."

Audrey pouted and pulled away from Karin.

"Chin up," Karin whispered. "You'll get to ravish me all you like tonight." She turned around and began walking back to the cafeteria. To her surprise, she felt something cool and slithery slap her derriere. Karin turned around, only to find Audrey following behind her several paces back.

* * *

Meanwhile, the New Warriors had finished moving their equipment and personal things into a mobile base, which resembled a hybrid of a three-car train, an RV, and a battle tank. They had decided, for safety's sake, that maintaining mobility would be best. The clone symbiote removed from the Thunderbolts Venom was still in their custody, which was about the only victory they had salvaged aside from driving away the original. No one had a clue how the original had survived or where it'd been all those years, but everyone knew that they didn't like the idea of a violent, quasi-parasitic alien running loose in the city.

"Anything yet?" Night Thrasher asked from the driver's seat of their mobile base.

"No," Archaeida replied. "But we know it ate a whole floor out of an apartment complex."

Incendiary shuddered. "What kind of creature does something like that?"

"A symbiote," Night Thrasher answered grimly. "Speaking of symbiotes, how's the one we took off the Thunderbolts Venom?"

"Still being contained," Themis replied.

"Good," Night Thrasher stated.

"We're cloaked, right?" the Black Cat asked.

"Right now, all anybody looking at us is going to see is a black stretch limo," Night Thrasher replied. "As long as we don't go too fast or too slow, the police won't stop us."

"Well, it's hard to go fast in a heap like this," Slipstream grumbled.

* * *

In the NYC administrative offices of the CSA, Niles Jason Gyrich was _far_ from a happy camper. "Who let the Venom symbiote loose?"

"Sir, there was a security blackout around the containment chamber of the symbiote and when it came back, the symbiote was gone," a subordinate replied.

"And what of the Venom Troopers?"

"We recovered them, but their symbiotes were stripped from them."

Gyrich growled. "Damn it. The Venom symbiote must have eaten them." He paused. "What of that incident in that apartment building? Has it been contained?"

"Yes. We're running a full media blackout. However, we did mention that the symbiote's actions might have been the work of a superhuman killer whose description remains unknown."

"Good. I'm sending a contingent of Scarlet Spiders to track down that symbiote and bring it back. And I'm also going to find out who it was that let the Venom symbiote loose and when I find them . . . let's just say the Geneva Convention's going to have to invent some new prohibitions."

The expression on Gyrich's face chilled his subordinate, who had seen that look before. She had seen that look before an entire contingent of X-Men had been wiped out by Sentinel Troopers. She had seen that look before a band of runaway mutant teens had been "contained for study." She had seen that look before a "nameless bar" catering to "superhuman insurgents" had been raided and its patrons spun. Whenever she saw that look on his face, nothing good happened to the object of his wrath.

"You're dismissed," he said.

The subordinate nodded quietly and walked out of the office, leaving Gyrich to sit back and press a button on his intercom. "Call the Scarlet Spiders. Tell them they have a job to do."

* * *

In the S.H.I.E.L.D. Helicarrier, Director Lake looked at the eight people assembled before him. They were all highly trained and equipped for combat, either by their accoutrements or by their own innate abilities. They were the international team assembled by the Group of Eight to deal with international matters concerning the superhuman population.

Standing in the lead was a woman dressed in a uniform similar to Captain America's, only the pants were black and the boots and belt were dark gray. Beside her was a woman in skintight dark red and silver, with the silver stripe down the middle forming a cutout of a Canadian leaf. Next to her was a man in crimson powered armor, with another man standing with him in powered armor modeled after the British flag. Beside him was a blond man in fiery red with black flame designs crawling up his arms and legs. There was a man in skintight black with thicker material around his joints. There was a pale woman in a black-winged high-tech flight harness and a younger woman garbed in a black corset and pleated miniskirt.

"American Dream." The Captain America-styled woman looked up.

"Vindicator." The Canadian flag-themed woman turned.

"Crimson Dynamo." The man in crimson armor looked up.

"Captain Britain." The British flag-themed armored man turned.

"Firedrake." The flame-decaled man looked up.

"Trickster." The man in skintight black turned at the sound of his name.

"Striga." The flight-harnessed woman looked up.

"Witchfire." The corseted young woman turned to acknowledge Lake.

"I was hoping the only reason you'd ever need to come together like this would be for some politician's publicity," Lake grumbled. "But this is far more important and far more dangerous."

"Get to the point," American Dream snapped.

"I will," Lake answered. "Two days ago, Subject Omega-Theta escaped. Butchered several of my men in the process and took off with another subject, codenamed Sierra-Gamma. They've been hopping around the continent of Africa for the past two days on some kind of weird vigilante kick."

"_What are they capable of?"_ Crimson Dynamo asked.

"Subject Omega-Theta is an alchemist who can also manipulate nearly any kind of extant energy," Lake replied. "Subject Sierra-Gamma is a Spider-Man-type mutant; same basic powers as the web-slinger, only modified and enhanced in some instances."

"Well, f# me sideways," Vindicator remarked. "I am not looking forward to going up against that. Wall-crawler ought to be easy pickings, but the other one . . . that's f#& up."

"Where are they now?" Captain Britain asked.

"They've moved to South America . . . and according to the satellite pictures . . . they've picked up company," Lake answered.

"Company?" Striga echoed.

"Other superhumans," Lake clarified. "And here's the kicker: It seems to be a women-only powwow."

"Women only? Have we gone back to the neo-feminist movement?" Firedrake asked in baffled tones.

"It's not like we're all that bitter about your men-only clubs," American Dream remarked sardonically.

"Yes, you heard me right," Lake deadpanned. "Subject Omega-Theta, potentially the most dangerous superhuman of the modern age, is female. Deal with it."

"You're remarkably calm," Witchfire remarked.

"You know what they say, where there's life, there's hope," Lake replied, "meaning that as long as the eight of you are alive, there's a shot at containing this mess before it goes global." He looked at Witchfire meaningfully. "Out of the lot of you, you've got the best shot of fighting Subject Omega-Theta and coming out of it alive, so you're going to have to do the bulk of the fighting when it comes to her."

"And the rest of us?" Trickster asked.

"You'll keep her little army occupied," Lake responded tersely.

"Where is she now?" American Dream inquired.

"In Peru," Lake answered.

* * *

End Notes: The New Warriors are after the symbiote, the CSA is after the symbiote, and the Knights are unaware of the potential threat in their midst. In the meantime, Cuayin and Callisto have begun gathering a movement behind them, but how far can they go before they're stopped? How long will it be until Audrey confronts the Scarlet Spiders and what will be the outcome of that particular conflict? For the answers to those questions and others, read the next chapter and let me know what you thought of this one. Thanks for reading.


	12. Phage and Phobia

"Marvel: Tomorrow Knights"

Chapter 12: "Phage and Phobia"

Disclaimer: The universe depicted here is a future version of the universe depicted in main-line Marvel Comics titles and thus belongs to Marvel. I only own most of the characters, who are technically offshoots of canonical heroes and villains, and the story itself, from which I make no monetary profit whatsoever.

Author's note: This will be the end of the second volume of Marvel: Tomorrow, but it's going to end big. First off, Audrey will have a confrontation with the Scarlet Spiders that'll affect the way she views super-heroics for a long while. Second, Cuayin and her forces will have an explosive encounter with the G8 superheroes that'll affect the global balance of power for quite a long time. Both events will set the stage for the third volume of Marvel: Tomorrow, so . . . be prepared!

* * *

"_So . . . you're Subject Omega-Theta,_" Crimson Dynamo greeted.

Cuayin turned to face the Guardian Eight, the international super-team assembled by the G8 nations. There was Crimson Dynamo, Russia's armored gladiator, and American Dream, the United States' first female super-soldier. There was Vindicator, the representative hero of Canada, and Captain Britain, the exo-suited champion of the United Kingdom. There was Trickster, the hyper-agile representative of France, and Firedrake, the pyrokinetic _übermensch_ of Germany. There was Striga, Italy's forbidding flyer, and Witchfire, Japan's "magical girl."

"My name is Cuayin."

"And you've put together a small army already," American Dream remarked. "You must be pretty charismatic."

"I am not," Cuayin replied. "The truth is simply an attractive thing."

"What truth?" American Dream questioned.

"That we live in a world run by men, men who couple a lust for power with a lust for violence and routinely fulfill one lust to quench the other," Cuayin answered. "Their dominance of this world has led innumerable societies to ruin and despair. That dominance must end, and I am the one to end it. I and the women at my side, that is."

Vindicator laughed. "Another mega-powerful mutant with a messiah complex! I thought they didn't exist anymore!"

Captain Britain gestured at the fiery tableau around them with one swoop of his arm. "You think this is going to make the world a better place?! You killed them all!"

"I didn't kill them all," Cuayin replied. "The women and children have been spared, the children especially, since they are our future and they have a chance to be taught better, to learn the lessons of love and compassion instead of the lessons of aggression and power."

"_Merde!_" Trickster exclaimed. "You're a damn hypocrite! All that talk about love and compassion, and you're butchering people!"

"Butchery?" Cuayin repeated indignantly. "You dare speak to me of butchery, when most of your nations have sent their soldiers to murder, pillage, rob, and rape in the name of your leaders' ambitions?! You dare speak to me of butchery, when the men I sent to their graves terrorized this village and others within this country on account of their struggle against one another?! _How dare you!_"

Telekinetic blasts knocked the entirety of the Guardian Eight off their feet, but most were quick to recover. Crimson Dynamo fired an electrical blast at Cuayin, who generated a force field to block the blast. Firedrake summoned twin fireballs and threw both at Cuayin, who maintained her force field. Vindicator fired an electromagnetic blast at Cuayin, who merely absorbed the blast with her force field.

"Allow us to assist you," Atieno said to Cuayin.

"If you insist, but I will not ask you to take risks that I myself would not take," Cuayin answered.

"We would take any risk for you," Nthanda stated.

"Callisto," Cuayin said to the girl. "Keep them safe."

"I will," Callisto replied.

"Guardians, defend!" American Dream shouted, generating a particle beam shield to block Callisto's webbing. "Webs?"

"Yeah," Callisto replied, kicking American Dream in the face. American Dream quickly recovered and swung at Callisto, who blocked with superior reflexes, only for American Dream to knee her in the stomach. Callisto absorbed the blow and flipped over American Dream, whirling into a kick to her head. American Dream blocked the kick with her particle beam shield and tripped Callisto, who turned her fall into a handstand and landed on her feet.

Striga flew at Atieno, who wrapped the flight-harnessed woman in seemingly living shadows. Trickster somersaulted into an acrobatic attack on Lesedi, only to be blocked by a shield made of light. The shield turned into a battering ram, knocking Trickster to the ground. Nthanda and Vindicator exchanged blasts of plasma energy and electromagnetic force.

Captain Britain, Crimson Dynamo, and Firedrake tackled the rest of Cuayin's platoon, who gave them quite a fight. Crimson Dynamo found himself trapped in vines, only for him to break free with a mighty yell. He fired a blast of electricity at the woman who had generated those vines, only for the woman to dodge. Captain Britain used the force field generator in his exo-suit to block the attacks of a woman who was shooting energy beams from her eyes. Despite that, her energy blasts were taking a toll on his force field, while Firedrake was contending with a female speedster who was somehow managing to penetrate his field of flames to strike him.

Cuayin and Witchfire stared each other down, both waiting to see who would make the first move. Finally, Witchfire sped toward Cuayin, only for Cuayin to block Witchfire's speedy assault and knock her aside. Witchfire quickly recovered and telekinetically propelled Cuayin some distance away. Cuayin recovered, landing on her feet and turning the ground beneath Witchfire's feet into quicksand. Despite that, Witchfire used her powers to freeze herself within the quicksand and then levitate herself out.

Meanwhile, American Dream and Callisto were still fighting. American Dream might have been a skilled fighter and tactician, but so was Callisto, who had the advantage of being far stronger and faster than American Dream. American Dream was still managing to block Callisto's attacks with her particle beam shield, but the attacks kept coming and the shield could only take so much. Finally, Callisto faked a punch at American Dream, who raised her shield to block, only for Callisto to withdraw her fist and sweep her leg out to trip American Dream, who jumped over Callisto's leg and kicked her in the face.

The fight between the Guardian Eight and Cuayin's forces went on for what seemed like forever. Each attack was answered in kind and each defense was countered with a powerful offense. They were almost evenly matched, but despite the power the Guardian Eight could bring to bear, Cuayin's forces were propelled by what they believed to be a righteous cause. One by one, the Guardian Eight were laid low.

Firedrake was the first to fall, the oxygen his flames fed off sucked out from around him by the speedster running in circles around him. The next to fall was Trickster, who was pinned to the ground by Lesedi's light knives. Following him was Crimson Dynamo, whose armor was destroyed by rapidly growing plants whose seeds had secretly infiltrated that suit. Accompanying those three was Captain Britain, whose shields were finally penetrated by a particularly forceful blast, which scrambled the onboard computer systems controlling his exo-suit.

Vindicator and Nthanda were still fighting each other when Vindicator suddenly sped toward Nthanda, who caught her wrist and slapped her with a plasma-reinforced hand. The slap knocked Vindicator to the ground, but Vindicator got up again, only to be hit with a particularly strong plasma blast. That didn't stop Vindicator from getting up again, but by her body language it was obvious that she now found it difficult to stand. Vindicator fired an electromagnetic blast at Nthanda, who blocked it with a plasma shield and then turned that shield into a battering ram that knocked Vindicator to the ground. This time, the Canadian heroine did not get up again.

Callisto sprayed a generous amount of webbing on American Dream, trapping her in a cocoon that left only her head exposed. Atieno bound Striga in living shadows in a manner that almost resembled crucifixion. Witchfire and Cuayin were still fighting each other and it seemed like their battle would never end, until Cuayin telepathically scrambled Witchfire's mind, disrupting her focus by overwhelming her nervous system with painful stimuli. Cuayin attacked Witchfire with seemingly superhuman speed, knocking her for a loop.

Cuayin looked up to the sky, her eyes piercing the vast distances until she saw satellites pointed at her. With a thought, she tapped into global radio, television, and wireless frequencies, her image broadcast all over the world. Knowing she had the world as an almost literally captive audience, Cuayin began to speak.

"_Hear me, citizens of the world. For too long, this planet has suffered under the tyranny of men whose only true love is power and who have been willing to indulge their lust for violence to achieve power. Such behavior has led to untold suffering for the innocents of this world. The exploiters, the defilers, and the murderers will not change their ways, because their ways have given them untold power and wealth, so they must be expunged from this world. Once that is done, the world will be born anew, beginning an age of love and compassion and ending the age of power and violence."_

All over the planet, world leaders watched Cuayin's speech with almost unanimous trepidation and outrage. Only a few viewed her speech with any kind of positive emotion. Of course, their positive emotions toward Cuayin might have had something to do with the feelings of oppression they had long experienced from the dominant global powers.

As Cuayin spoke, she gestured to the defeated Guardian Eight. _"Look upon those assembled to enforce the will of the oppressors! See how they have been brought low by the power of true justice! Justice that will deliver the innocent of this world from under the thumb of the oppressors! Justice that will topple the halls of power from which the oppressors scheme to take even more from people who haven't the wherewithal to defend themselves! Know that the days of the conquerors and the exploiters are numbered!"_

* * *

In Stark-Kurosaki Tower, the CSA Avengers watched Cuayin's speech with apprehension. "I can empathize with her anger," Captain America finally spoke up, "but I can't condone superhumans righting what they see as wrong with the world through force. That's the kind of thing the SHRA was drafted and redrafted to prevent, people who perceive themselves as having power deciding to impose their will upon the rest of the world."

"None of us can condone that," a helmless Iron Man agreed grimly.

"Where do these people come from?" Spider-Man asked. "You can do things most people can't, so you think you're uniquely suited to tell the world how it ought to operate? That's kind of arrogant, don't you think?"

"I'd have to agree with you there," Warbird replied. "It _is_ arrogant. No matter what you think is wrong with the world, you can't beat the world into the shape you want it to be."

"Who is this woman, anyway?" Blitzkrieg inquired.

"Subject Omega-Theta," Gyrich's strident voice replied as the man himself stepped in. "She's an Omega-level mutant whom S.H.I.E.L.D. kept contained exactly to prevent her from doing something like this. Somehow, those damned bunglers let her loose and now she's recruiting an army of malcontent superwomen to help her. God help us all."

"What happens if she comes here?" Arcane asked.

"If she comes here, you'll do your job," Gyrich answered grimly, "which is to protect this country by any means necessary."

"We will," Captain America stated firmly.

"You'd better," Gyrich snapped. "Hopefully, this experience teaches you that there's a reason we have the regulations we have on superhuman activity."

Captain America nodded dourly. "It doesn't matter. I'm doing this for all the innocent people who'll get hurt if I don't."

* * *

In Midtown High, Audrey was walking out of the school building after serving an hour's worth of detention. She had spent the entire hour writing an essay about the wrongness of assaulting fellow students and she had been cursing under her breath the entire time. When the detention period was over, she'd slammed her Digipad onto the teacher's desk and stormed out in a huff.

Once outside, Audrey looked around to make sure there was no one who could see her and then let her clothes melt into the black liquid metal that re-formed into her costume. With her costume formed, she swung away on a web-line shot from the back of her hand. She web-swung through the city, not quite feeling like going home yet. That was the fun part of being Arachne, she mused, not having to worry about trivial things like school or family, just being free to swing through the air at speeds that would daunt ordinary humans.

Her fun was interrupted by the time dilation caused by her spider-sense and she swung up and over just in time to avoid an attack from a red-and-gold-clad Spider-Man. Upon closer examination, his outfit was identical in design to the CSA Spider-Man's, but the main body was a metallic crimson and the spider symbol, bracers, and eyes were colored gold.

She landed on a skyscraper façade and looked up to find another red-and-gold Spider-Man clinging to that same façade above her. She looked across from her and saw a third red-and-gold Spider-Man perched on the edge of the rooftop across from her. A fourth red-and-gold Spider-Man, only female this time, was in an upside-down wall-crawling position on that same skyscraper. A second female red-and-gold Spider-Man was just below Arachne and the attacking red-and-gold Spider-Man had landed on the rooftop above her.

"_Face it, little girl,"_ the attacking red-and-gold Spider-Man said in a digitalized voice. _"You're finished."_

"What do you want with me?" Arachne asked. "Who are you?"

"_We're the Scarlet Spiders,"_ the red-and-gold Spider-Man directly above her replied.

"_And you're harboring a dangerous fugitive,"_ the second female red-and-gold Spider-Man added.

"What dangerous fugitive?" Arachne questioned.

"_Your suit,"_ Scarlet Spider Three replied from the rooftop across from her. _"It's an escaped alien menace that needs to be contained. The fact that it's bonded with you makes this a double."_

"You're not going to get me that easily," Arachne replied. Before she could even really think about it, she leaped off the skyscraper façade and swung away from the Scarlet Spiders, who pursued her. Four waldoes shot out of one Scarlet Spider's back in an attempt to grab Arachne, but Arachne's spider-sense warned her in time to evade. She somersaulted backward in midair and landed on a Scarlet Spider's shoulders, squeezing his head with her thighs. That Scarlet Spider, however, had enough presence of mind to turn on the sonics in his suit.

Arachne screamed in pain, but it was not entirely her own pain; it was also the suit's pain she was feeling, as it was hardwired into her nervous system. Arachne fell off Scarlet Spider Two and was barely able to fire a web in time to swing away. Unfortunately, the other Scarlet Spiders had somehow gotten in position to surround her and they all turned on their sonics, bombarding her from both sides with ultrahigh frequencies. Arachne struggled to hold on to her web-line, even as the suit cried out in pain in her consciousness. Fighting the pain as much as she could, Arachne fired a web at one of the Scarlet Spiders, stopping that one's sonic weapon.

Arachne flipped over onto the skyscraper where Scarlet Spiders Three and Four were perched. "My turn . . ." she snarled, and with a burst of inhuman speed knocked them both off the skyscraper. They both fired web-lines to save themselves, but Arachne leaped off to kick one of them and bounced off that one to strike the other. Scarlet Spiders One, Two, and Five lunged at Arachne, attacking her from three sides. Arachne fought back, blocking one Scarlet Spider's punch and ducking beneath another Scarlet Spider's swing and twisting to kick the last Scarlet Spider.

"I told you already, it won't be so easy for you," Arachne purred menacingly.

At this point, Scarlet Spiders Three and Four had entered the fray again and now it was five on one. They were all clinging to a skyscraper and fighting on its façade as though it were a flat surface. Arachne punched a Scarlet Spider in his masked face and whirled to kick another Scarlet Spider in her stomach. She bounced off that Scarlet Spider and flipped onto another skyscraper façade, skittering along its surface to escape from the Scarlet Spiders, who pursued her in much the same fashion. She looked behind her, only to find that they had all vanished. Time was moving in slow motion to her, warning her that the danger had not yet passed.

Indeed, it hadn't, as Arachne found herself dodging a swing from a camouflaged Scarlet Spider. She had barely evaded that swing when another camouflaged Scarlet Spider struck her with a vicious kick. Arachne quickly recovered and punched right where a third camouflaged Scarlet Spider was hiding. The camouflaged Scarlet Spiders surrounded her and began to assault her from all sides, Arachne using her spider-sense to evade their attacks despite being unable to see them.

"You know, this is utterly unfair fighting," Arachne remarked. "You can see me but I can't see you. Do you call that fair?"

None of the Scarlet Spiders answered her, at least not in words. They did answer in the form of vicious attacks upon her person. _I've got to find a way to even the odds,_ she thought. _If only I could go invisible, too._

Responding to her thoughts, her costume's coloring shifted to blend in with her surroundings. _"Damn it,"_ Scarlet Spider One uttered. _"She's learning how to use the creature's abilities faster than we expected. Red Team, activate thermo-optic visual augmentation."_

"_I can't see her!"_ Scarlet Spider Five exclaimed.

"_Neither can I,"_ Scarlet Spider Three agreed.

"_Actually, I don't think any of us can see her,"_ Scarlet Spider Two said. _"The creature must be masking her body heat, too."_

"Not so much fun when the shoe's on the other foot, _huh?!_" Arachne declared as she brutally kicked the lead Scarlet Spider. The other Scarlet Spiders moved to attack her, guided by the "danger-proximity alert systems" built into their suits. Arachne dodged their attacks and retaliated with attacks of her own, kicking one Scarlet Spider in the chest and punching another in the stomach. She kicked a third, only for that Scarlet Spider to grab her ankle and try to flip her. Arachne flipped and sprayed that Scarlet Spider with a generous amount of webbing, trapping him against the skyscraper façade.

The remaining Scarlet Spiders flipped and bounced around Arachne, hoping to keep her off-balance. Arachne punched one in midair and flipped off her to kick another Scarlet Spider. She landed on the skyscraper façade and twisted into a kick that caught a third Scarlet Spider in the stomach, knocking him off the skyscraper façade. That Scarlet Spider fired a web-line to save himself, but Arachne sliced the web-line with a bladed protrusion from her suit, leaving the Scarlet Spider to fall.

"_Red Team One!"_ Scarlet Spider Two shouted and dived off the skyscraper façade to save his team leader. Scarlet Spider Two fired a web-line to swing from and swung low enough to grab the falling Scarlet Spider One.

"Awww, how sweet," Arachne mocked. Just as she was about to cut that web-line, she was tackled by the other three Scarlet Spiders.

"_Oh, that's it,"_ Scarlet Spider Four snarled. _"You're going down."_

"_I'm_ going down?" Arachne repeated derisively as she threw the three Scarlet Spiders off her and off the skyscraper façade. The Scarlet Spiders fired web-lines to save themselves and swung back at Arachne, only for Arachne to fire a web-line and swing at them. Ricocheting like a human pinball, Arachne kicked, punched, elbowed, kneed, and chopped all five Scarlet Spiders.

As the Scarlet Spiders plummeted, Arachne dived after them, bouncing between the skyscrapers to continue her pinball-style assault on them. The Scarlet Spiders fought back against her, pushing aside their fears of falling to their deaths to perform their grim task. Finally, Arachne peppered them all with impact webbing, binding them roughly as they fell to the street below, Arachne landing agilely on a passing car and bouncing off that car. The impact of the fall interrupted their camouflage, forcing them back into visibility and causing other cars to skid trying not to hit them.

"Not so tough, are you?" Arachne mocked. She fired five separate web-lines from the back of her hand and those lines all attached to the Scarlet Spiders' web cocoons. She leaped onto a skyscraper façade while carrying them and climbed up until she had reached the rooftop, at which point she roughly threw them all onto the rooftop.

"_Damn you,"_ Scarlet Spider One snarled. _"Who the f# do you think you are?"_

"I think I'm someone who understands the cruelty of this world better than you do," Arachne sneered. "At this moment, we're being observed by surveillance drones in the sky above us. We've been observed like this for the entire time we've been outside and we're not the only ones being observed. They look down at all of us, little robotic peeping Toms watching every unguarded moment we spend on the outside. Do you think that's right?"

"_You're the reason we need those drones!"_ Scarlet Spider Two shouted. _"Out-of-control superhumans who refuse to be accountable to the law, endangering normal people because they believe they should be able to do whatever they please!"_

"Get a goddamn clue," Arachne snarled. "Registration isn't the big guarantee of superhuman accountability you think it is. You think it's there to protect people? It's not and it never was; it's just another means of control and exploitation by scared little men and women who don't want to accept that their kind is obsolete."

"_You're insane!"_ Scarlet Spider Three shouted.

"_I'm_ insane?" Arachne repeated, before continuing on in a didactic tone. "Well, anyone in my position would go insane. Being hunted like a dog because a twist of fate gave me abilities beyond those of ordinary humans. Being treated like I have no rights because of those abilities. Seeing people like me being exploited because of what they are. Seeing normal humans blind themselves to the crimes against people like me because they think they're being protected from us. If _that_ doesn't make you 'insane,' there's something very wrong with you."

"_I've had enough of your ranting, you psychotic little bitch!"_ Scarlet Spider Four shouted, tearing her way free of the web cocoon. Before she could do anything, Arachne tackled her and beat her into helplessness, leaving her suit sparking and torn.

At that moment, the other Scarlet Spiders – incensed by what Arachne had done to their comrade – tore free of their web cocoons and tackled Arachne, who threw them off her. The Scarlet Spiders recovered, flipping in midair and landing on their feet. They shot their waldoes at her, only for Arachne to dodge the waldoes. When Scarlet Spider Two shot his waldoes at her, Arachne grabbed one of them and used it to toss him at two other Scarlet Spiders. She webbed them together at the moment of impact, while the last remaining Scarlet Spider – Five – turned on the sonics in her suit.

Arachne screamed in pain and collapsed onto her knees, putting her hands on her ears in a futile effort to block the intense sound. The suit screamed in her head, an alien cry that intensified her own pain. She fell to the ground, writhing in pain as the suit began peeling off her. She rolled over to look at Scarlet Spider Five, speed-crawling toward her despite the pain the sonics were causing her and the suit. With a desperate burst of strength, she tackled Scarlet Spider Five and began choking her with the suit's appendages. It wasn't until she heard the Scarlet Spider gagging that she stopped, tumbling off the skyscraper rooftop and swinging away.

_What was I doing back there?_ Arachne thought. _I could have killed her! I _wanted_ to kill her! What is happening to me?_

* * *

Instead of returning home, Audrey swung to the clock tower the Knights used as their base. She landed on the balcony of the clock tower and stepped inside, the suit shifting styles into the costume Tony Stark had built for her.

"Hi, Spider-Lady!" Nightshade greeted cheerfully.

"Hello, Arachne," Iron Fist hailed.

"'Sup?" Iron Cage greeted lowly.

"Hi," came Tsukikishi's greeting.

"Hi there," Artemis greeted. "Did you see?"

"See what?" Arachne asked.

"That woman," Artemis replied. "The one who defeated S.H.I.E.L.D.'s elite team."

"Some elite team they were," Arachne sneered.

"She's got some kind of goddamn messiah complex," Iron Cage said. "Thinks she's gonna save the world by killing off all the men."

"Maybe it wouldn't be such a bad thing," Arachne mumbled.

"Say what?" Iron Cage inquired.

"Look at it," Arachne answered. "Who's run the world as far as anyone can remember? Men. And now look at us. We could have ended poverty, ended hunger, ended disease with all the amazing technologies we've invented. And what do we do with those technologies? Come up with inventive ways to kill each other off. Would a _woman_ do that?"

"What you seem to be forgetting," Iron Fist remarked calmly, "is that it is a woman who has been committing mass murder across Africa and South America. It is a woman who dreams of 'reforming the world' through the violent termination of all opposition. Think carefully before you assert that women are any nobler than men."

"What we need to do now is figure out our next move," Fearless stated, having come in shortly after Arachne. "If this woman darkens our doorstep, we're going to have to fight her, no matter how much we might sympathize with her goals."

"You do realize fighting her means protecting a system that wants us out of the picture, right?" Arachne asserted grimly.

"Not quite," Fearless corrected. "Protecting the innocent lives that'll be destroyed amidst the war she's starting."

"You might see it that way. I don't," Arachne stated bitterly.

"What's wrong, Audrey?" Fearless's tone was solicitous, as she walked closer to Arachne.

"I'm sick of this. I'm sick of running. I'm sick of hiding. I'm sick of being afraid for my life just because I have powers. I'm done with that. We have to take the fight to them. We have to show them that we won't be f#& with, not unless they have a death wish."

"You're talking about declaring war on the government."

"We're already at war with them." Arachne's tone was acidic. "They started that war. They declared war on us the moment the SHRA first became law. We're just going to be fighting back now."

"You're talking about terrorism."

"No different from the terror they've inflicted upon so many of our kind. The terror that makes so many of us sign away their souls and lives to the government so they won't be hunted and killed. The terror that makes ordinary people think the SHRA is perfectly rational and just. The terror they use to maintain power over all of us."

Fearless took a step back. "What are you saying?"

"I'm saying that we've wasted enough time playing superhero." Arachne's tone had grown cold. "You wanna keep doing that s#, fine. Just don't expect me to play along anymore." She stormed onto the balcony of the clock tower and let her costume revert to its default form, jumping off the balcony and swinging away on a web-line.

"Arachne!" Fearless shouted, having run out onto the balcony after her, but it was too late. She was gone. More quietly, "Audrey . . ."

* * *

In his apartment, Sam Carter busily cleaned his pistols and rifle. Even though the weapons used energy packs instead of bullet clips, he still liked to keep them clean. It meant that he took what he did seriously, and it was serious business. Without the Knights to distract him, he could focus on the more important things.

He heard a soft tapping on the window and put down his pistol, walking over to the window. He saw nothing at first, but then a female figure in matte black with a white spider emblem on her chest and vaguely teardrop-shaped lenses covering her eyes slowly emerged. He looked at her with some puzzlement.

"What do you want, Arachne?" he asked.

"You," Arachne replied. "I have a proposition for you, Winter Soldier."

* * *

End Notes: And that's the end of Marvel: Tomorrow Knights, but not the end of Marvel: Tomorrow. This story will continue in Marvel: Tomorrow MAX, as Arachne and Winter Soldier join forces to deliver a harsher justice to the enemies of super-humanity and ordinary humanity and Cuayin and her forces get ever closer to achieving her agenda, while the CSA Avengers are forced to decide where they stand. All three of these plot threads will be witnessed in Marvel: Tomorrow MAX, and you might even see the return of a few former heroes. See you next time.


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